SEC Form 424B5 filed by Dakota Gold Corp.

2/9/26 4:05:16 PM ET

$DC

Metal Mining

Basic Materials

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This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, and are not soliciting an offer to buy such securities, in any state or jurisdiction where such offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-288922

SUBJECT TO COMPLETION DATED FEBRUARY 9, 2026

PROSPECTUS SUPPLEMENT
(To the Prospectus Dated August 8, 2025)

Dakota Gold Corp.

Common Stock

We are offering shares of our common stock, par value $0.001 per share (our “common stock”), pursuant to this prospectus supplement and the accompanying prospectus.

Our shares of common stock are listed on the NYSE American under the symbol “DC.” On February 6, 2026, the last reported sale price of our common stock on the NYSE American was $6.03 per share. The Company has applied to the NYSE American for the listing of the shares of our common stock offered hereunder and such listing is subject to the approval of the NYSE American in accordance with their applicable listing requirements.

Per Share

Total

Public Offering Price

Underwriting Discounts and Commissions(1)

Net Proceeds to the Company(2)

(1)

See “Underwriting” beginning on page S-7 for additional information regarding underwriting compensation.

(2)

After deducting underwriting discounts and commissions, but before deducting estimated expenses of the offering of $ , which will be paid from the proceeds of the offering.

We have granted the underwriters a 30-day option to purchase up to an additional shares of our common stock from us on the same terms and conditions set forth above.

Investing in our common stock involves a high degree of risk. Before buying any shares of our common stock, you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, page 2 of the accompanying prospectus, and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock on or about February , 2026.

BMO Capital Markets

Scotiabank

Prospectus Supplement dated February , 2026.

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Prospectus Supplement

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-ii
	WHERE YOU CAN FIND MORE INFORMATION					S-iii
	DOCUMENTS INCORPORATED BY REFERENCE					S-iv
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-v
	SUMMARY					S-1
	THE OFFERING					S-2
	RISK FACTORS					S-3
	CAPITALIZATION					S-5
	USE OF PROCEEDS					S-6
	UNDERWRITING					S-7
	U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS					S-17
	LEGAL MATTERS					S-19
	EXPERTS					S-19
	Prospectus
	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					iii
	DAKOTA GOLD CORP.					1
	RISK FACTORS					2
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW					5
	DESCRIPTION OF WARRANTS					7
	DESCRIPTION OF UNITS					9
	PLAN OF DISTRIBUTION					10
	LEGAL MATTERS					13
	EXPERTS					13
	WHERE YOU CAN FIND MORE INFORMATION					13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					14

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a part of a registration statement on Form S-3 (File No. 333-288922) that we filed with the Securities and Exchange Commission (“SEC”) using a shelf registration process. Under this shelf registration process, we may offer and sell from time to time an unspecified amount of any combination of securities described in the accompanying prospectus in one or more offers such as this offering. The accompanying prospectus provides you with a general description of the securities we may offer, some of which may not apply to this offering.

This prospectus supplement provides you with specific information about the shares of our common stock that we are offering. Both this prospectus supplement and the accompanying prospectus include important information about us and other information you should know before investing. Generally, when we refer only to the “prospectus,” we are referring to both parts combined, and when we refer to the “accompanying prospectus” we are referring to the accompanying prospectus.

This prospectus supplement also adds to, updates and changes information contained in the accompanying prospectus. To the extent the information in this prospectus supplement is different from that in the accompanying prospectus, you should rely on the information in this prospectus supplement. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read carefully and consider the additional information incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Documents Incorporated by Reference” in this prospectus supplement and “Where You Can Find More Information” in the accompanying prospectus.

We have not, and the underwriters have not, authorized anyone to provide you with any information, or make any representation, other than that contained or incorporated by reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus we provide to you is accurate only as of the date on those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

You should read this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, when making your investment decision. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside the United States, or the U.S., who come into possession of the prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the U.S. See the section entitled “Underwriting” in this prospectus supplement. This prospectus supplement and the accompanying prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Unless the context otherwise requires, throughout this prospectus supplement, the words “we,” “us,” “the Company,” or “Dakota” refer to Dakota Gold Corp., a Delaware corporation, and its consolidated subsidiaries taken as a whole. Unless otherwise indicated, all references to “dollar” or “$” refer to U.S. dollars, the lawful currency of the United States of America.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings, including the documents incorporated by reference in this prospectus supplement, are available on the Internet at the SEC’s website at www.sec.gov. Our filings with the SEC are also available free of charge at our website at www.dakotagoldcorp.com. The information on or otherwise accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

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DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede this information.

We previously filed the following documents with the SEC, and such filings are incorporated by reference into this prospectus supplement:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025 (our “Annual Report on Form 10-K”);

•

the information in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2025 that is incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

•

Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 8, 2025, August 13, 2025 and November 13, 2025, respectively;

•

Current Reports on Form 8-K, filed with the SEC on November 21, 2025, November 13, 2025, November 12, 2025, August 1, 2025, July 7, 2025, May 19, 2025, May 13, 2025, March 24, 2025, February 21, 2025 and February 6, 2025; and

•

the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on March 31, 2022, including any amendment or reports filed for the purpose of updating such description.

We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement and accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC is not deemed filed and is not incorporated by reference in this prospectus supplement and the accompanying prospectus. Information that we subsequently file with the SEC will automatically update and may supersede information in this prospectus supplement, the accompanying prospectus and information previously filed with the SEC.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement and accompanying prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus supplement or accompanying prospectus but not delivered herewith (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus supplement or accompanying prospectus). Any such request should be addressed to us at:

Dakota Gold Corp.
Attention: Corporate Secretary
106 Glendale Drive, Suite A, Lead, South Dakota, 57754
(605) 906-8363

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements relate to, among other things: our businesses and prospects and our overall strategy; the progress, potential and uncertainties of the Company’s exploration program; our planned exploration activities across our portfolio of exploration targets; our planned or estimated capital expenditures for exploration and general and administrative costs; government regulations, including our ability to obtain, and the timing of, necessary government permits and approvals; expectations regarding the availability of our liquidity and capital resources, and our ability to scale down spending if sufficient resources are not available; our ability to obtain financing as needed and the terms of such financing transactions; progress in developing our projects and the timing of that progress; and attributes and future values of the Company’s projects or other interests, operations or rights. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “proposed,” “should,” “will,” “would” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

•

lack of defined mineral reserve estimates prepared in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”);

•

the failure to successfully execute management’s strategy and manage our growth;

•

our limited operating history and history of losses, including the potential for future losses;

•

uncertainty as to future production at our mineral exploration and development properties;

•

our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;

•

ownership of surface rights at our Black Hills Property;

•

mining exploration and development risks, including risks related to regulatory approvals, operational hazards and accidents, equipment breakdowns, labor and contractor disputes, contractual disputes related to exploration properties, unanticipated or increased operating costs and other unanticipated difficulties;

•

potential health risks associated with mining and mineral exploration;

•

fluctuations in commodity prices;

•

future adverse legislation regarding the mining industry and climate change;

•

uncertainties associated with potential litigation matters, including environmental lawsuits;

•

our land reclamation requirements;

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•

our ability to maintain the adequacy of internal control over financial reporting;

•

adverse technological changes and cybersecurity threats;

•

title in our properties;

•

competition in the gold and silver mining industries;

•

economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

•

economic uncertainty and market volatility due to potential new tariffs on imported and exported goods;

•

our ability to attract and retain key management and mining personnel necessary to successfully operate and grow our business; and

•

volatility in the market price of our listed securities.

This list is not exhaustive of the factors that may affect our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The forward-looking statements should be read in light of these factors and the factors identified in “Item 1A. Risk Factors” incorporated by reference into this prospectus supplement and the accompanying prospectus from our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports and information that we file with the SEC.

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SUMMARY

The following summary highlights information contained elsewhere in this prospectus supplement or the documents incorporated by reference herein. This summary is not complete and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus supplement and the accompanying prospectus, including each of the documents incorporated by reference herein or therein, carefully, including the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this prospectus supplement, and “Risk Factors” in our Annual Report on Form 10-K, as such risk factors may be amended, updated or modified periodically in our Quarterly Reports on Form 10-Q that we file with the SEC, and any amendment or update thereto reflected in subsequent filings with the SEC and incorporated herein by reference.

Overview

We are engaged in the business of acquisition and exploration of mineral properties within the Homestake Gold District of the Black Hills of South Dakota. Our mineral properties are at the exploration stage and are without declared mineral reserves or mineral resources, except for the mineral resource estimate contained in our updated and revised S-K 1300 Initial Assessment and Technical Report Summary for the Richmond Hill Gold Project (the “Richmond Hill Initial Assessment”), which was completed in February 2025 and updated and revised with economic analysis in July 2025. Our management and technical teams have extensive mining and exploration experience, much of it in the Homestake District, and we intend to leverage our experience together with our business presence in South Dakota to create value for our stakeholders.

Corporate Information

Our principal executive offices are located at 106 Glendale Drive, Suite A, Lead, South Dakota, 57754 and our telephone number at that address is (605) 717-2540. Our web site address is www.dakotagoldcorp.com. However, the information located on, or accessible from, our website is not, and shall not be deemed to be, a part of this prospectus supplement or the accompanying prospectus or any free writing prospectus or incorporated into any other filings that we make with the SEC.

Dakota Gold Corp. was formed in British Columbia, Canada in 2017 and continued to Nevada in 2020. The Company reincorporated to Delaware in 2024.

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THE OFFERING

Issuer

Dakota Gold Corp.

Common Stock Offered by Us

shares of common stock, or an aggregate of shares of common stock if the underwriters exercise their option to purchase additional shares in full.

Issue Price

$ per share.

Common Stock Outstanding After the Offering

shares of common stock (or shares of common stock if the underwriters exercise in full their option to purchase additional shares in this offering).

Use of Proceeds

We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds” on page S-6 of this prospectus supplement.

Risk Factors

Before deciding to invest in our common stock, you should carefully review “Risk Factors” beginning on page S-3 of this prospectus supplement, the “Risk Factors” sections in our Annual Report on Form 10-K and any subsequent Quarterly Reports filed on Form 10-Q, and any amendment or update thereto reflected in subsequent filings with the SEC, which are incorporated by reference herein as well as “Risk Factors” in this prospectus supplement and other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus.

NYSE American Ticker Symbol

“DC”

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Please see the risks described below in addition to the risk factors included in our most recent Annual Report on Form 10-K, as updated and supplemented from time to time, and in our subsequent Quarterly Reports on Form 10-Q and other information that we file from time to time with the SEC. Such risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect us and the market value of our common stock. The risks described could affect our business, financial condition, liquidity, results of operations, prospects, and the market value of our common stock. In such a case, you may lose all or part of your original investment. You should consider carefully the risks described below and in our Annual Report on Form 10-K and any subsequent Quarterly Reports filed on Form 10-Q, as well as other information and data set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein before making an investment decision with respect to our common stock.

Risks Related to This Offering

You may lose some or all of your investment in the Company.

An investment in our common stock is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our senior management will have broad discretion in the application of the net proceeds from this offering. Because of the number and variability of factors that will determine our use of the net proceeds, their ultimate use may vary substantially from their currently intended use. Our senior management might not apply our net proceeds in ways that ultimately increase the value of your investment. While we expect to use the net proceeds from this offering as set forth in “Use of Proceeds,” we are not obligated to do so. The failure by our management to apply these funds effectively could harm our business. If we do not invest or apply the net proceeds in ways that enhance stockholder value, we may fail to achieve expected financial results, which could adversely affect our business, financial condition and results of operations, and cause the price of our shares of common stock to decline.

You may experience future dilution as a result of future equity offerings.

To raise additional capital, we may in the future offer additional shares of common stock or other securities convertible into or exchangeable for common stock at prices that may not be the same as the price per share in this offering. We may sell common stock or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

Trading in our common stock on the NYSE American is volatile.

Our common stock is currently quoted on the NYSE American. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. In addition to other risk factors identified in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein and due to volatility associated with equity securities in general, the value of a stockholder’s investment could decline due to the impact of numerous factors upon the market price of our common stock, including:

•

changes in the worldwide price for the metals we intend to mine;

•

adverse results from our exploration, development, or production efforts;

•

producing at rates lower than those targeted;

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•

political and regulatory risks and social unrest, including geopolitical conflicts;

•

weather conditions and extreme weather events, including unusually heavy rains;

•

failure to meet our revenue or profit goals or operating budget;

•

decline in demand for our common stock;

•

downward revisions in securities analysts’ estimates or changes in global financial markets and global economies and general market conditions;

•

technological innovations by competitors or in competing technologies;

•

investor perception of our industry or our prospects;

•

lawsuits;

•

economic impact from spread of disease

•

our ability to integrate and operate the companies and the businesses that we acquire;

•

interest rate levels and expectations of future changes in interest rates;

•

actions by government or central banks;

•

general economic trends; and

•

the other factors discussed under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2024 and other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies in the development stage. There can be no assurance that trading prices previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

We cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of our common stock. Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

We cannot predict the effect that future sales of our common stock would have on the market price of our common stock. The price of our common stock could be affected by possible sales of our common stock by hedging or arbitrage trading activity. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.

We have never paid cash dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

We have never paid cash dividends on any of our capital stock and we currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

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CAPITALIZATION

As of the date of this prospectus supplement, there were 116,159,346 shares of our Common Stock issued and outstanding. The following table sets forth our cash and cash equivalents and total capitalization as of September 30, 2025, on an:

•

actual basis; and

•

as adjusted to give effect to the offering, assuming no exercise of the option.

This table should be read together with our historical financial statements and the accompanying notes incorporated by reference into this prospectus supplement and the accompanying base prospectus.

	Actual			As Adjusted
Cash and cash equivalents		$	33,022,053		$
Liabilities:
Current Liabilities
Accounts payable and accrued liabilities		$	2,794,230		$	2,794,230
Lease liabilities			132,047			132,047
Non-Current Liabilities
Royalty liability			257,758			257,758
Lease liabilities			104,891			104,891
Total Liabilities		$	3,288,926		$	3,288,926
Equity:
Common stock, par value $0.001; 300,000,000 authorized, 112,900,113 shares outstanding, respectively		$	112,898		$
Additional paid-in capital			213,101,173			213,101,173
Accumulated deficit			(97,253,700)			(97,253,700)
Total Equity		$	115,960,371		$
Total Capitalization		$	119,249,297		$

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USE OF PROCEEDS

The Company estimates the net proceeds from this offering will be approximately $ million, after deducting the underwriting discount and estimated expenses payable by the Company in this offering (or approximately $ million if the underwriters exercise their option in full).

We intend to use the net proceeds of this offering for working capital and other general corporate purposes.

This expected use of our net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the factors described under “Risk Factors” in this prospectus supplement and in the documents incorporated by reference herein, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering.

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UNDERWRITING

We are offering shares of our common stock described in this prospectus supplement through a number of underwriters. BMO Capital Markets Corp. and Scotia Capital Inc. are acting as representatives of the underwriters named below (collectively, the “underwriters”). Subject to the terms and conditions of an underwriting agreement dated the date hereof, we will agree to sell to the underwriters, and each underwriter will severally agree to purchase, the number of shares of our common stock listed next to its name in the following table:

Name			Number of shares
BMO Capital Markets Corp.
Scotia Capital Inc.(1)
Total

(1)

Scotia Capital Inc. is not a U.S.-registered broker-dealer. To the extent that it intends to effect any offers or sales of securities in the United States, it will do so through its affiliate Scotia Capital (USA) Inc.

The underwriters are committed to purchase all the shares of our common stock offered by us if they purchase any shares of our common stock. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters are purchasing our common stock at a price of $ per share. The underwriters initially propose to offer our common stock to the public at the offering price listed on the cover of this prospectus supplement. After the initial offering of our common stock, the applicable offering price and other selling terms may from time to time be varied by the underwriters at any time and without notice. The difference between the price at which the underwriter purchases the shares of our common stock and the price at which the underwriters resell such shares may be deemed underwriting compensation. Pursuant to the underwriting agreement, the underwriters also have the right to arrange for a portion of the shares of our common stock to be purchased by substituted purchasers in certain Canadian selling jurisdictions pursuant to a private placement in compliance with Canadian securities laws.

The underwriters have an option to buy up to additional shares of our common stock from us. The underwriters have 30 days from the date of this prospectus supplement to exercise this option to purchase additional shares of our common stock. If any shares are purchased with this option to purchase additional shares of our common stock, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of our common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares of our common stock are being offered.

Per share

Total

Without option
to purchase
additional
shares

With option to
purchase
additional
shares

Without option
to purchase
additional
shares

With option
to purchase
additional
shares

Public Offering Price

Underwriting Discounts and Commissions

Net Proceeds to the Company, Before Expenses

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ . These expenses include the reasonable fees, taxes and disbursements of counsel for the underwriters up to a maximum of $250,000 (exclusive of taxes and disbursements), which we have agreed to reimburse.

For a period of 90 days after the date of this prospectus supplement (the “lock-up period”), we may not, without the prior written consent of the representatives, (i) offer, sell, contract to sell, pledge, hedge, lend or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to,

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result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by us or any affiliate of ours or any person in privity with the us or any affiliate of ours) directly or indirectly, including the submission or filing (or participation in the submission or filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of common stock or any securities convertible into, or exercisable, or exchangeable for, shares of common stock; or publicly announce an intention to effect any such transaction or (ii) enter into any swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, for a period of 90 days after the date of the underwriting agreement.

The restrictions on our actions, as described above, do not apply to certain transactions, including (i) the issuance and sale of shares of common stock pursuant to the underwriting agreement, (ii) the issuance and sale of shares of common stock pursuant to certain of our employee stock option plans, stock ownership plans or dividend reinvestment plans and shares of common stock issuable upon the exercise of certain warrants outstanding as of the date hereof and as described herein, (iii) the issuance of shares of common stock issuable upon the exercise of certain options, and (iv) the filing or amendment of one or more registration statements on Form S-8 relating to shares of common stock granted pursuant to or reserved for issuance under certain of our employee stock option plans, stock ownership plans or dividend reinvestment plans.

Our directors and executive officers (such parties, the “lock-up parties”) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which we and each of these persons, during the lock-up period, may not, without the prior written consent of the representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of our common stock or any other securities that are substantially similar to our common stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing (collectively, the “lock-up securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction is to be settled by delivery of the shares of our common stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

The restrictions described in the immediately preceding paragraph and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) any sale, transfer or tender of any of the lock-up parties’ shares of common stock to a take-over bid or in connection with a merger, business combination, arrangement, restructuring or similar transaction involving a change of control of us that is approved by our board of directors, provided that in the event such transaction is not completed the lock-up parties’ shares of common stock shall continue to be subject to the foregoing restrictions; (b) transfers to affiliates of the lock-up parties, any family members of the lock-up parties, or any company, trust or other entity owned by or maintained for the benefit of the lock-up parties, provided in each case the recipient thereof agrees in writing with the Underwriters to be bound by the foregoing restrictions; (c) any transfers, sales or other dispositions of shares of common stock pursuant to any contract, instruction or plan, including a contract, instruction or plan complying with Rule 10b5-1 of the Exchange Act that has been entered into by the lock-up parties prior to the date of the lock-up agreements; (d) any sale to us or withholding of any shares to the us to cover taxes in connection with the vesting or issuance of shares, restricted share units, or other equity awards granted under our equity incentive plans; or (e) any transactions necessary to cover taxes in connection with the vesting or issuance of shares, restricted share units, or other equity awards granted under our equity incentive plans outstanding as of the date of this prospectus supplement, so long as such sale is limited to the number of shares necessary to cover the exercise price of such award and any applicable withholding tax obligation resulting from such exercise or vesting, provided that the aggregate amount of the securities to which such sales, distributions and dispositions of securities pursuant to this clause (f) relate shall not exceed 1,067,808, provided further that in the case of any transfer or distribution pursuant to clause (b), (c), (d) or (e), it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any

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filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of common stock in connection with such transfer or distribution shall be legally required during the lock-up period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and civil liabilities under Canadian securities legislation.

Our shares of common stock are listed on the NYSE American under the symbol “DC.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling of shares of our common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of shares of our common stock, which involves the sale by the underwriters of a greater number of shares than they are required to purchase in this offering, and purchasing shares of our common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares of our common stock, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of our common stock available for purchase in the open market compared to the price at which the underwriters may purchase shares of our common stock through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares of our common stock in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of our common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase shares of our common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on any stock exchange on which our common stock is listed, in the over-the-counter market or otherwise.

A prospectus supplement in electronic format may be made available on websites maintained by the underwriter, or selling group members, if any, participating in this offering.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations

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or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

(a)

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

For purposes of this provision, the expression an “offer to the public” in relation to shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Regulation (EU) 2017/1129.

United Kingdom

No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares may be offered to the public in the United Kingdom at any time:

(a) where the offer is conditional on the admission of the Shares to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR);

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(b) to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR;

(c) to fewer than 150 persons (other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the underwriters for any such offer; or

(d) in any other circumstances falling within Part 1 of Schedule 1 of the POATR.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication to any person which presents sufficient information on: (a) the shares to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the shares and the expressions “POATR” means the Public Offers and Admissions to Trading Regulations 2024.

Canada

The securities may be sold to purchasers in the provinces and territories of Canada, except Quebec, on a private placement basis only pursuant to a Canadian Offering Memorandum and in accordance with the prospectus exemptions under National Instrument 45-106 Prospectus Exemptions. Any resale of the securities in Canada must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to our securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, us or our securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of our securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of our securities.

Dubai International Financial Centre

This document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the Dubai International Financial Centre, or DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

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United Arab Emirates

The securities have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus supplement does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus supplement has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority or the Dubai Financial Services Authority.

Australia

This prospectus supplement:

•

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the Corporations Act;

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission, or ASIC, as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act, or Exempt Investors.

The securities may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the securities may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any securities may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the securities, you represent and warrant to us that you are an Exempt Investor.

As any offer of securities under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the securities you undertake to us that you will not, for a period of 12 months from the date of sale of the securities, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Japan

The securities have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the securities nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Hong Kong

The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or the SFO, of Hong Kong and any rules made thereunder; or (b) in

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other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong), or the CO, or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Singapore

Each underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented and agreed that it has not offered or sold any securities or caused the securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any securities or cause the securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities, whether directly or indirectly, to any person in Singapore other than:

•

to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time, or the SFA) pursuant to Section 274 of the SFA;

•

to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or

•

otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b)

where no consideration is or will be given for the transfer;

(c)

where the transfer is by operation of law;

(d)

as specified in Section 276(7) of the SFA; or

(e)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the CMP Regulations 2018), that the securities are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as

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defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Bermuda

Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority, or CMA, pursuant to resolution number 3-123-2017 dated 17 December 2017 as amended. The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

British Virgin Islands

The securities are not being, and may not be offered to the public, or to any person in the British Virgin Islands for purchase or subscription by us or on our behalf. The securities may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), or BVI Companies, but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

China

This prospectus supplement will not be circulated or distributed in the PRC and the securities will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus supplement nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Korea

The securities have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder, or the FSCMA, and the securities have been and will be offered in Korea as a private placement under the FSCMA. None of the securities may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder, or the FETL. The securities have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the securities shall comply with all applicable regulatory requirements (including, but not limited to, requirements under the FETL) in connection with the purchase of the securities. By the purchase of the securities, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the securities pursuant to the applicable laws and regulations of Korea.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission of Malaysia, or the Commission, for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation

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for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the securities, as principal, if the offer is on terms that the securities may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the securities is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus supplement is subject to Malaysian laws. This prospectus supplement does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Taiwan

The securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the securities in Taiwan.

South Africa

Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted), or the South African Companies Act, is being made in connection with the issue of the securities in South Africa. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The securities are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:

Section 96 (1) (a) the offer, transfer, sale, renunciation or delivery is to:

(i)

persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;

(ii)

the South African Public Investment Corporation;

(iii)

persons or entities regulated by the Reserve Bank of South Africa;

(iv)

authorized financial service providers under South African law;

(v)

financial institutions recognised as such under South African law;

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(vi)

a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or

(vii)

any combination of the person in (i) to (vi); or

Section 96 (1) (b) the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Information made available in this prospectus supplement should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act, 2002.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax considerations generally applicable to the ownership and disposition of our common stock by a non U.S. holder (as defined below). This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Accordingly, the U.S. federal income tax considerations applicable to the ownership and disposition of our common stock by a non U.S. holder could differ from those described below.

For purposes of this discussion, a “non U.S. holder” is a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, any of the following:

•

a citizen or individual resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state or political subdivision thereof;

•

any entity or arrangement treated as a partnership for U.S. federal income tax purposes;

•

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to (A) the primary supervision of a court within the United States and (B) the authority of one or more U.S. persons to control all substantial decisions of the trust, or (2) has a valid election in effect to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner (or other beneficial owner) will generally depend upon the status of the partner (or other beneficial owner) and the activities of the partnership. Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds our common stock, and any owners of such an entity or arrangement, should consult their own tax advisors regarding the tax considerations applicable to an investment in our common stock.

This discussion applies only to non-U.S. holders of our common stock who hold such common stock as a “capital asset” within the meaning of the Code (generally, property held for investment). This discussion does not address the applicability of the alternative minimum tax or the Medicare tax on net investment income, any U.S. federal estate or gift tax, or foreign, state or local tax considerations applicable to the ownership and disposition of our common stock. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders of our common stock in light of their particular circumstances, nor does it address the U.S. federal income tax considerations applicable to non-U.S. holders of our common stock that are subject to special rules, including, without limitation:

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tax-exempt organizations;

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banks and certain other financial institutions;

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retirement plans;

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banks, insurance companies, and other financial institutions;

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mutual funds;

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regulated investment companies or real estate investment trusts;

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expatriates or holders who have a “functional currency” other than the U.S. dollar;

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controlled foreign corporations;

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passive foreign investment companies; and

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holders who have, at any point, actually or constructively owned 5% or more of our common stock.

Non U.S. holders of our common stock described in the foregoing sentence and U.S. persons who hold our common stock should consult their own tax advisors as to the tax considerations applicable to the ownership and disposition of our common stock with respect to their particular circumstances.

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No ruling has been or will be sought from the IRS with respect to any of the U.S. federal income tax considerations discussed below, and no assurance can be given that the IRS will not take a position contrary to the discussion below.

If you are considering the purchase of our common stock, you should consult your own tax advisor concerning the particular U.S. federal income, estate and other tax considerations applicable to you of owning and disposing of our common stock, as well as the considerations applicable to you under the laws of any other applicable taxing jurisdiction (including any state, local or foreign tax laws) in light of your particular circumstances.

Distributions on Common Stock

In general, a distribution, if any, of cash or other property (other than certain distributions of our stock) with respect to our common stock, the distribution will be treated as a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits will generally be treated first as a tax free return of capital, on a share by share basis, to the extent of the non U.S. holder’s adjusted tax basis in our common stock, and, to the extent such portion exceeds the non U.S. holder’s adjusted tax basis in our common stock, the excess will be treated as gain from the disposition of the common stock.

The gross amount of dividends paid to a non U.S. holder with respect to our common stock will generally be subject to U.S. federal withholding tax at a rate of 30%, unless (1) an applicable income tax treaty reduces or eliminates such tax, and the non U.S. holder certifies that it is eligible for the benefits of such treaty by timely providing the proper IRS documentation to the applicable withholding agent, or (2) the dividends are effectively connected with the non U.S. holder’s conduct of a trade or business in the United States (and, where required by an applicable income tax treaty, are attributable to a permanent establishment maintained by the non U.S. holder in the United States) and the non U.S. holder satisfies certain certification and disclosure requirements. In the latter case, a non U.S. holder will generally be subject to U.S. federal income tax with respect to such dividends on a net income basis in the same manner as if the non U.S. holder were a U.S. person. Additionally, a non U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

The foregoing discussion is subject to the discussion below under “— Foreign Account Tax Compliance Act.”

Gains on Disposition of Common Stock

In general, a non U.S. holder will not be subject to U.S. federal income tax on gain realized on a disposition of our common stock unless (1) the gain is effectively connected with such non U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non U.S. holder in the United States), or (2) such non U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied.

If the first exception applies, the non U.S. holder will generally be subject to U.S. federal income tax on a net basis and, if it is a foreign corporation, may be subject to a 30% branch profits tax (or lower applicable treaty rate). If the second exception applies, the non U.S. holder will generally be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange, redemption or other disposition of our common stock) exceed capital losses allocable to U.S. sources.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of our common stock which is held by or through certain foreign financial institutions (including investment funds), unless

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any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country, or other guidance, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends, if any, in respect of our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which we or the applicable withholding agent will, in turn, provide to the U.S. Department of the Treasury. We will not pay any additional amounts to investors in respect of any amounts withheld. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, TAX ADVICE. THE FOREGOING SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX CONSIDERATIONS APPLICABLE TO YOU OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, WHICH ANALYSIS MAY BE COMPLEX AND WILL DEPEND ON YOUR SPECIFIC SITUATION. WE URGE YOU TO CONSULT A TAX ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSIDERATIONS APPLICABLE TO YOU OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York.

EXPERTS

The consolidated financial statements of Dakota Gold Corp. appearing in Dakota Gold Corp.’s Annual Report on Form 10-K for the year ended December 31, 2024, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Employees of M3 Engineering and Technology Corp., Independent Mining Consultants, Inc., Woods Process Services, LLC and RESPEC Company, LLC have prepared the Richmond Hill Initial Assessment, dated July 7, 2025. Each of the individuals who prepared the Richmond Hill Initial Assessment is a qualified person as defined in S-K 1300. None of the qualified persons, or the employers of any of the qualified persons, is an affiliate of the Company.

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PROSPECTUS

Dakota Gold Corp.

$250,000,000
Common Stock
Warrants
Units

We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $250,000,000.

This prospectus provides a general description of these securities and the general manner in which these securities may be offered. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”

Our common stock is listed on the NYSE American stock exchange (the “NYSE American”) under the symbol “DC.” On July 23, 2025, the last reported sale price of our common stock as reported on the NYSE American was $4.20 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.

You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein.

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 2 and in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 8, 2025.

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	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					iii
	DAKOTA GOLD CORP.					1
	RISK FACTORS					2
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW					5
	DESCRIPTION OF WARRANTS					7
	DESCRIPTION OF UNITS					9
	PLAN OF DISTRIBUTION					10
	LEGAL MATTERS					13
	EXPERTS					13
	WHERE YOU CAN FIND MORE INFORMATION					13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					14

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $250,000,000.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the incorporated document.

The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement to which this prospectus is a part and you may obtain copies of those documents as described later in this prospectus under the heading “Where You Can Find More Information.”

You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.

You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

As used in this prospectus, unless the context otherwise indicates, the terms “we,” “our,” “us,” or the “Company” refer to Dakota Gold Corp., a Delaware corporation, and its consolidated subsidiaries taken as a whole.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, that address activity, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “proposed,” “should,” “will,” “would” and similar terms, phrases, and expressions are intended to identify forward-looking statements. These forward-looking statements relate to, among other things:

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our businesses and prospects and our overall strategy

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the progress, potential and uncertainties of the Company’s exploration program;

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our planned exploration activities across our portfolio of exploration targets;

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our planned or estimated capital expenditures for exploration and general and administrative costs;

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government regulations, including our ability to obtain, and the timing of, necessary government permits and approvals;

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expectations regarding the availability of our liquidity and capital resources, and our ability to scale down spending if sufficient resources are not available;

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our ability to obtain financing as needed and the terms of such financing transactions;

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progress in developing our projects and the timing of that progress; and

•

attributes and future values of the Company’s projects or other interests, operations or rights.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation risks associated with or related to:

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lack of defined mineral reserve estimates prepared in accordance with Subpart 1300 of Regulation S-K;

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the failure to successfully execute management’s strategy and manage our growth;

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our limited operating history and history of losses, including the potential for future losses;

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uncertainty as to future production at our mineral exploration and development properties;

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our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;

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ownership of surface rights at our Black Hills Property;

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potential health risks associated with mining and mineral exploration;

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fluctuations in commodity prices;

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future adverse legislation regarding the mining industry and climate change;

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uncertainties associated with potential litigation matters, including environmental lawsuits;

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our land reclamation requirements;

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our ability to maintain the adequacy of internal control over financial reporting;

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adverse technological changes and cybersecurity threats;

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title in our properties;

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competition in the gold and silver mining industries;

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economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

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our ability to attract and retain key management and mining personnel necessary to successfully operate and grow our business;

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volatility in the market price of our listed securities; and

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other factors set forth under “Risk Factors” of our most recently filed Annual Report on Form 10-K.

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this prospectus. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this prospectus.

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DAKOTA GOLD CORP.

We are engaged in the business of acquisition and exploration of mineral properties within the Homestake Gold District of the Black Hills of South Dakota. To date, while no development or mining activities have commenced, our strategy is to move projects from exploration to development and finally into production as results of exploration may dictate. Our management and technical teams have extensive mining and exploration experience, much of it in the Homestake District, and we intend to leverage our experience together with our business presence in South Dakota to create value for our stakeholders.

Our principal executive offices are located at 106 Glendale Drive, Suite A, Lead, South Dakota, 57754 and our telephone number at that address is (605) 717-2540. Our web site address is www.dakotagoldcorp.com. Information on our website is not incorporated in this prospectus and is not part of this prospectus, unless otherwise stated.

We were incorporated as JR Resources Corp. on November 15, 2017 under the Business Corporations Act (British Columbia, Canada). On May 22, 2020, we completed the domestication process and changed our registration from the Province of British Columbia, Canada to the State of Nevada, including a name change to “Dakota Gold Corp.” On March 31, 2022, we completed a merger with Dakota Territory Resource Corp., a Nevada corporation. On May 14, 2024, following the receipt of approval by our shareholders, we changed our state of incorporation from the State of Nevada to the State of Delaware.

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RISK FACTORS

Investing in our securities involves risks. Before you decide whether to purchase any of our securities, in addition to the other information, documents or reports included or incorporated by reference into this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled “Risk Factors” in any prospectus supplement as well as our most recent Annual Report on Form 10-K or Current Reports on Form 8-K filed subsequently to the Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented or superseded from time to time by our filings under the Exchange Act. For more information, see “Where You Can Find More Information.” These risks could materially and adversely affect our business, results of operations and financial condition and could result in a partial or complete loss of your investment.

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USE OF PROCEEDS

Unless we specify another use in the applicable prospectus supplement, we will use the net proceeds from the sale of the securities offered by us for general corporate purposes, which may include, among other things, working capital, capital expenditures, project development activities, exploration activities and investments. We may temporarily invest the net proceeds or use them to repay short-term debt until they are used for their stated purpose.

We will not receive any proceeds in the event that securities are sold by a selling securityholder unless otherwise indicated in the applicable prospectus supplement or other offering material.

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DESCRIPTION OF CAPITAL STOCK

The following description of common stock summarizes the material terms and provisions of the common stock that we may offer under this prospectus but is not complete. For the complete terms of our common stock, please refer to our articles of incorporation, as amended, and our amended and restated bylaws, as may be amended from time to time.

As of the date of this prospectus, our authorized capital stock consisted of 300,000,000 shares of common stock, par value $0.001 per share. As of July 15, 2025, there were 112,272,657 shares of our common stock issued and outstanding.

Common Stock

Voting Rights

The holders of our common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of our common stock have the sole right to vote. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our certificate of incorporation) requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is represented.

Dividends

The holders of our common stock are titled to receive dividends, if declared by our board, out of funds legally available.

Liquidation

In the event of liquidation, dissolution or winding up of our affairs, the holders of our common stock are titled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities.

Rights and Preferences

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The holders of our common stock will have and possess all rights pertaining to our capital stock, subject to the preferences, qualifications, limitations, voting rights and restrictions with respect to any series of preferred stock that may be issued with any preference or priority over our common stock. The transfer agent and registrar for our common stock is Odyssey Trust Company. Its address is 350 – 409 Granville St, Vancouver, BC, V6C 1T2, Canada. Our common stock is listed on the NYSE American under the symbol “DC.”

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CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW

Some provisions of Delaware law and our certificate of incorporation and bylaws could make it more difficult for us to be acquired by means of a tender offer, a proxy contest or otherwise or the removal of our incumbent directors and officers. These provisions, summarized below, are expected to discourage and prevent coercive takeover practices and inadequate takeover bids. These provisions are designed to encourage persons seeking to acquire control of our company to first negotiate with our board of directors (the “Board”). They are also intended to provide our management with flexibility to enhance the likelihood of continuity and stability if our Board determines that a takeover is not in the best interests of our stockholders. These provisions, however, could have the effect of discouraging attempts to acquire us, which could deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the General Corporation Law of the State of Delaware (“DGCL”). Section 203 is an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date that the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale, or another transaction resulting in a financial benefit to the interested stockholder. Generally, an interested stockholder is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions that are not approved in advance by our Board, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Special Meeting of Stockholders

Our bylaws provide that special meetings of our stockholders may be called only by our Board pursuant to adoption of a resolution.

Election and Removal of Directors

Our certificate of incorporation and bylaws contain provisions that establish specific procedures for appointing members of the Board. In addition, our certificate of incorporation and bylaws provide that, subject to the rights of holders of our preferred stock, vacancies and newly created directorships on the Board may be filled only by a majority of the directors then serving on the Board (except as otherwise required by law or by resolution of the Board).

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

No Cumulative Voting

Under Delaware law, cumulative voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative voting. Our certificate of incorporation and bylaws do not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder will not be able to gain as many seats on our Board based on the number of shares of our stock the stockholder holds as the stockholder would be able to gain if cumulative

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voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our Board to influence our Board’s decision regarding a takeover.

Authorized but Unissued Shares

Our authorized but unissued common stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Selection

Our certificate of incorporation is silent on forum selection. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of Delaware shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine. If any action within the scope the exclusive forum bylaw provision is filed in a court other than one located within the State of Delaware in the name of a stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce such bylaw provision and (ii) having service of process made upon such stockholder by service upon such stockholder’s counsel in a court other than one located within the State of Delaware as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to this provision. Although we believe these provisions benefit us by providing increased consistency in the application of applicable law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of our common stock. We may issue warrants independently or together with common stock, and the warrants may be attached to or separate from these securities. We may enter into a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

•

the offering price and aggregate number of warrants offered;

•

if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

•

if applicable, the date on and after which the warrants and the related securities will be separately transferable;

•

in the case of warrants to purchase our common stock, the number or amount of shares of common stock purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise;

•

the manner of exercise of the warrants, including any cashless exercise rights;

•

the warrant agreement under which the warrants will be issued;

•

the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

•

anti-dilution provisions of the warrants, if any;

•

the terms of any rights to redeem or call the warrants;

•

any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

•

the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable;

•

the manner in which the warrant agreement and warrants may be modified;

•

the identities of the warrant agent and any calculation or other agent for the warrants;

•

federal income tax consequences of holding or exercising the warrants;

•

the terms of the securities issuable upon exercise of the warrants;

•

any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and

•

any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the warrant agreement and warrant certificate relating to the series of warrants being offered.

Before exercising their warrants, holders of warrants may not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase our common stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

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Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 P.M., Eastern Time, the close of business, on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required exercise price by the methods provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will, if required by the terms of the warrant, issue a new warrant certificate for the remaining amount of warrants.

Enforceability of Rights by Holders of Warrants

Any warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance with their terms.

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

No warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a trustee, under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.

Governing Law

Unless we provide otherwise in the applicable prospectus supplement, each warrant agreement and any warrants issued under the warrant agreements will be governed by New York law.

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DESCRIPTION OF UNITS

We may issue units comprised of one or more of the other securities described in this prospectus or any prospectus supplement in any combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any times before a specified date or upon the occurrence of a specified event or occurrence.

The applicable prospectus supplement will describe:

•

the designation and the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

•

any unit agreement under which the units will be issued;

•

any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

•

whether the units will be issued in fully registered or global form.

The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the unit agreement relating to the series of units being offered.

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PLAN OF DISTRIBUTION

We may sell the securities offered pursuant to this prospectus from time to time in one or more transactions, including, without limitation:

•

to or through underwriters;

•

through broker-dealers (acting as agent or principal);

•

through agents;

•

directly by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process, a rights offering or otherwise;

•

in at-the-market offerings within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

•

in a rights offering;

•

as a dividend or distribution to our existing stockholders or other securityholders;

•

through a combination of any such methods of sale; or

•

through any other methods permitted by applicable law and described in a prospectus supplement or free writing prospectus.

The distribution of securities may be effected, from time to time, in one or more transactions, including:

•

block transactions (which may involve crosses) and transactions on the NYSE American or any other organized market where the securities may be traded;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or free writing prospectus;

•

ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

•

sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

•

sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

The applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:

•

the name or names of any underwriters, if, and if required, any dealers or agents;

•

the purchase price of the securities and the proceeds we will receive from the sale;

•

the public offering price;

•

any over-allotment options under which underwriters may purchase additional securities from us;

•

any underwriting discounts and other items constituting underwriters’ compensation;

•

any commissions paid to agents;

•

any discounts or concessions allowed or re-allowed or paid to dealers; and

•

any securities exchange or market on which the securities may be listed or traded.

Underwriters, Agents and Dealers

We may use one or more underwriters in the sale of the offered securities, in which case the offered securities will be acquired by the underwriter or underwriters for their own account and may be resold from time to time in one or more transactions either:

•

a fixed price or prices, which may be changed;

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•

market prices prevailing at the time of sale;

•

prices related to such prevailing market prices; or

•

negotiated prices.

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement or free writing prospectus. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement or free writing prospectus, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.

We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement or free writing prospectus. The terms of any over-allotment option will be set forth in the prospectus supplement or free writing prospectus for those securities.

If a dealer is used in the sale of the securities, we, or an underwriter, will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement, document incorporated by reference or free writing prospectus, as applicable, the name of the dealer and the terms of the transactions.

We may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement.

We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement or free writing prospectus pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement or free writing prospectus.

In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors or others that purchase securities directly for the purpose of resale or distribution, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under the Securities Act. No member firm of the Financial Industry Regulatory Authority (“FINRA”) may receive compensation in excess of that allowable under FINRA rules, including Rule 5110, in connection with the offering of the securities.

We may provide agents, underwriters and other purchasers with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the

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agents, underwriters or other purchasers may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

To facilitate the public offering of a series of securities, persons participating in the offering may engage in transactions in accordance with Regulation M under the Exchange Act that stabilize, maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.

Unless otherwise specified in the applicable prospectus supplement or free writing prospectus, any common stock sold pursuant to a prospectus supplement will be eligible for trading as listed on the NYSE American. Any underwriters who are qualified market makers to whom securities are sold by us for public offering and sale may make a market in the securities in accordance with Rule 103 of Regulation M, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.

In order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

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LEGAL MATTERS

Certain legal matters relating to the issuance and sale of the securities offered hereby will be passed upon for us by Davis Graham & Stubbs LLP, Denver, Colorado. Additional legal matters may be passed upon for us or any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Dakota Gold Corp. appearing in Dakota Gold Corp.’s Annual Report (Form 10-K) for the year ended December 31, 2024, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

We make available free of charge on or through our website at www.dakotagoldcorp.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC.

We have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at www.sec.gov.

Our filings with the SEC, as well as additional information about us, are also available to the public through our website at www.dakotagoldcorp.com and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC.

We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of our Current Reports on Form 8-K) we file with the SEC pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Exchange Act, subsequent to the date of this prospectus and prior to the termination of the offering:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 8, 2025;

•

our Current Reports on Form 8-K filed with the SEC on February 6, 2025, February 21, 2025, March 24, 2025, May 13, 2025, May 19, 2025 and July 7, 2025; and

•

the description of our common stock contained in our Registration Statement on Form 8-A filed with the Securities and Exchange Commission on March 31, 2022, including any amendment or reports filed for the purposes of updating such description.

All filings filed by us pursuant to the Exchange Act, after the date of the initial filing of this registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of our Current Reports on Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:

Dakota Gold Corp.
Attention: Corporate Secretary
106 Glendale Drive, Suite A, Lead, South Dakota, 57754
(605) 906-8363

You may also access the documents incorporated by reference in this prospectus through our website at www.dakotagoldcorp.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

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Common Stock

PROSPECTUS SUPPLEMENT

BMO Capital Markets
Scotiabank

February , 2026

Get the next $DC alert in real time by email

Date

Price Target

Rating

Analyst

1/5/2026

$9.75

Buy

H.C. Wainwright

9/6/2024

$6.00

Outperform

BMO Capital Markets

9/12/2022

$5.25

Speculative Buy

Canaccord Genuity

SEC Form 424B5 filed by Dakota Gold Corp.

2/9/26 4:05:16 PM ET

$DC

Metal Mining

Basic Materials

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424B5 1 tm265568-1_424b5.htm 424B5 tm265568-1_424b5 - none - 5.3785664s

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-288922

SUBJECT TO COMPLETION DATED FEBRUARY 9, 2026

PROSPECTUS SUPPLEMENT
(To the Prospectus Dated August 8, 2025)

Dakota Gold Corp.

Common Stock

We are offering shares of our common stock, par value $0.001 per share (our “common stock”), pursuant to this prospectus supplement and the accompanying prospectus.

Per Share

Total

Public Offering Price

Underwriting Discounts and Commissions(1)

Net Proceeds to the Company(2)

(1)

See “Underwriting” beginning on page S-7 for additional information regarding underwriting compensation.

(2)

After deducting underwriting discounts and commissions, but before deducting estimated expenses of the offering of $ , which will be paid from the proceeds of the offering.

We have granted the underwriters a 30-day option to purchase up to an additional shares of our common stock from us on the same terms and conditions set forth above.

The underwriters expect to deliver the shares of our common stock on or about February , 2026.

BMO Capital Markets

Scotiabank

Prospectus Supplement dated February , 2026.

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Prospectus Supplement

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-ii
	WHERE YOU CAN FIND MORE INFORMATION					S-iii
	DOCUMENTS INCORPORATED BY REFERENCE					S-iv
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-v
	SUMMARY					S-1
	THE OFFERING					S-2
	RISK FACTORS					S-3
	CAPITALIZATION					S-5
	USE OF PROCEEDS					S-6
	UNDERWRITING					S-7
	U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS					S-17
	LEGAL MATTERS					S-19
	EXPERTS					S-19
	Prospectus
	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					iii
	DAKOTA GOLD CORP.					1
	RISK FACTORS					2
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW					5
	DESCRIPTION OF WARRANTS					7
	DESCRIPTION OF UNITS					9
	PLAN OF DISTRIBUTION					10
	LEGAL MATTERS					13
	EXPERTS					13
	WHERE YOU CAN FIND MORE INFORMATION					13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					14

S-i

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ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii

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WHERE YOU CAN FIND MORE INFORMATION

S-iii

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DOCUMENTS INCORPORATED BY REFERENCE

We previously filed the following documents with the SEC, and such filings are incorporated by reference into this prospectus supplement:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025 (our “Annual Report on Form 10-K”);

•

Dakota Gold Corp.
Attention: Corporate Secretary
106 Glendale Drive, Suite A, Lead, South Dakota, 57754
(605) 906-8363

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

•

lack of defined mineral reserve estimates prepared in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”);

•

the failure to successfully execute management’s strategy and manage our growth;

•

our limited operating history and history of losses, including the potential for future losses;

•

uncertainty as to future production at our mineral exploration and development properties;

•

our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;

•

ownership of surface rights at our Black Hills Property;

•

potential health risks associated with mining and mineral exploration;

•

fluctuations in commodity prices;

•

future adverse legislation regarding the mining industry and climate change;

•

uncertainties associated with potential litigation matters, including environmental lawsuits;

•

our land reclamation requirements;

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•

our ability to maintain the adequacy of internal control over financial reporting;

•

adverse technological changes and cybersecurity threats;

•

title in our properties;

•

competition in the gold and silver mining industries;

•

economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

•

economic uncertainty and market volatility due to potential new tariffs on imported and exported goods;

•

our ability to attract and retain key management and mining personnel necessary to successfully operate and grow our business; and

•

volatility in the market price of our listed securities.

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SUMMARY

Overview

Corporate Information

Dakota Gold Corp. was formed in British Columbia, Canada in 2017 and continued to Nevada in 2020. The Company reincorporated to Delaware in 2024.

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THE OFFERING

Issuer

Dakota Gold Corp.

Common Stock Offered by Us

shares of common stock, or an aggregate of shares of common stock if the underwriters exercise their option to purchase additional shares in full.

Issue Price

$ per share.

Common Stock Outstanding After the Offering

shares of common stock (or shares of common stock if the underwriters exercise in full their option to purchase additional shares in this offering).

Use of Proceeds

We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds” on page S-6 of this prospectus supplement.

Risk Factors

NYSE American Ticker Symbol

“DC”

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RISK FACTORS

Risks Related to This Offering

You may lose some or all of your investment in the Company.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

You may experience future dilution as a result of future equity offerings.

Trading in our common stock on the NYSE American is volatile.

•

changes in the worldwide price for the metals we intend to mine;

•

adverse results from our exploration, development, or production efforts;

•

producing at rates lower than those targeted;

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•

political and regulatory risks and social unrest, including geopolitical conflicts;

•

weather conditions and extreme weather events, including unusually heavy rains;

•

failure to meet our revenue or profit goals or operating budget;

•

decline in demand for our common stock;

•

downward revisions in securities analysts’ estimates or changes in global financial markets and global economies and general market conditions;

•

technological innovations by competitors or in competing technologies;

•

investor perception of our industry or our prospects;

•

lawsuits;

•

economic impact from spread of disease

•

our ability to integrate and operate the companies and the businesses that we acquire;

•

interest rate levels and expectations of future changes in interest rates;

•

actions by government or central banks;

•

general economic trends; and

•

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

We have never paid cash dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

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CAPITALIZATION

•

actual basis; and

•

as adjusted to give effect to the offering, assuming no exercise of the option.

This table should be read together with our historical financial statements and the accompanying notes incorporated by reference into this prospectus supplement and the accompanying base prospectus.

	Actual			As Adjusted
Cash and cash equivalents		$	33,022,053		$
Liabilities:
Current Liabilities
Accounts payable and accrued liabilities		$	2,794,230		$	2,794,230
Lease liabilities			132,047			132,047
Non-Current Liabilities
Royalty liability			257,758			257,758
Lease liabilities			104,891			104,891
Total Liabilities		$	3,288,926		$	3,288,926
Equity:
Common stock, par value $0.001; 300,000,000 authorized, 112,900,113 shares outstanding, respectively		$	112,898		$
Additional paid-in capital			213,101,173			213,101,173
Accumulated deficit			(97,253,700)			(97,253,700)
Total Equity		$	115,960,371		$
Total Capitalization		$	119,249,297		$

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USE OF PROCEEDS

We intend to use the net proceeds of this offering for working capital and other general corporate purposes.

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UNDERWRITING

Name			Number of shares
BMO Capital Markets Corp.
Scotia Capital Inc.(1)
Total

(1)

Per share

Total

Without option
to purchase
additional
shares

With option to
purchase
additional
shares

Without option
to purchase
additional
shares

With option
to purchase
additional
shares

Public Offering Price

Underwriting Discounts and Commissions

Net Proceeds to the Company, Before Expenses

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We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and civil liabilities under Canadian securities legislation.

Our shares of common stock are listed on the NYSE American under the symbol “DC.”

A prospectus supplement in electronic format may be made available on websites maintained by the underwriter, or selling group members, if any, participating in this offering.

Other Relationships

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Selling Restrictions

European Economic Area

(a)

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

United Kingdom

No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares may be offered to the public in the United Kingdom at any time:

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(b) to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR;

(d) in any other circumstances falling within Part 1 of Schedule 1 of the POATR.

Canada

Switzerland

Dubai International Financial Centre

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United Arab Emirates

Australia

This prospectus supplement:

•

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the Corporations Act;

•

Japan

Hong Kong

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Singapore

•

otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b)

where no consideration is or will be given for the transfer;

(c)

where the transfer is by operation of law;

(d)

as specified in Section 276(7) of the SFA; or

(e)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Bermuda

Saudi Arabia

British Virgin Islands

China

Korea

Malaysia

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Taiwan

South Africa

Section 96 (1) (a) the offer, transfer, sale, renunciation or delivery is to:

(i)

persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;

(ii)

the South African Public Investment Corporation;

(iii)

persons or entities regulated by the Reserve Bank of South Africa;

(iv)

authorized financial service providers under South African law;

(v)

financial institutions recognised as such under South African law;

S-15

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(vi)

(vii)

any combination of the person in (i) to (vi); or

Information made available in this prospectus supplement should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act, 2002.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

For purposes of this discussion, a “non U.S. holder” is a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, any of the following:

•

a citizen or individual resident of the United States;

•

any entity or arrangement treated as a partnership for U.S. federal income tax purposes;

•

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•

tax-exempt organizations;

•

banks and certain other financial institutions;

•

retirement plans;

•

banks, insurance companies, and other financial institutions;

•

mutual funds;

•

regulated investment companies or real estate investment trusts;

•

expatriates or holders who have a “functional currency” other than the U.S. dollar;

•

controlled foreign corporations;

•

passive foreign investment companies; and

•

holders who have, at any point, actually or constructively owned 5% or more of our common stock.

S-17

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Distributions on Common Stock

The foregoing discussion is subject to the discussion below under “— Foreign Account Tax Compliance Act.”

Gains on Disposition of Common Stock

Foreign Account Tax Compliance Act

S-18

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LEGAL MATTERS

EXPERTS

S-19

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PROSPECTUS

Dakota Gold Corp.

$250,000,000
Common Stock
Warrants
Units

You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein.

The date of this prospectus is August 8, 2025.

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	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					iii
	DAKOTA GOLD CORP.					1
	RISK FACTORS					2
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW					5
	DESCRIPTION OF WARRANTS					7
	DESCRIPTION OF UNITS					9
	PLAN OF DISTRIBUTION					10
	LEGAL MATTERS					13
	EXPERTS					13
	WHERE YOU CAN FIND MORE INFORMATION					13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					14

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ABOUT THIS PROSPECTUS

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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our businesses and prospects and our overall strategy

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the progress, potential and uncertainties of the Company’s exploration program;

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our planned exploration activities across our portfolio of exploration targets;

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our planned or estimated capital expenditures for exploration and general and administrative costs;

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government regulations, including our ability to obtain, and the timing of, necessary government permits and approvals;

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expectations regarding the availability of our liquidity and capital resources, and our ability to scale down spending if sufficient resources are not available;

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our ability to obtain financing as needed and the terms of such financing transactions;

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progress in developing our projects and the timing of that progress; and

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attributes and future values of the Company’s projects or other interests, operations or rights.

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lack of defined mineral reserve estimates prepared in accordance with Subpart 1300 of Regulation S-K;

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the failure to successfully execute management’s strategy and manage our growth;

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our limited operating history and history of losses, including the potential for future losses;

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uncertainty as to future production at our mineral exploration and development properties;

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our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;

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ownership of surface rights at our Black Hills Property;

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potential health risks associated with mining and mineral exploration;

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fluctuations in commodity prices;

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future adverse legislation regarding the mining industry and climate change;

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uncertainties associated with potential litigation matters, including environmental lawsuits;

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our land reclamation requirements;

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our ability to maintain the adequacy of internal control over financial reporting;

iii

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adverse technological changes and cybersecurity threats;

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title in our properties;

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competition in the gold and silver mining industries;

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economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

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our ability to attract and retain key management and mining personnel necessary to successfully operate and grow our business;

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volatility in the market price of our listed securities; and

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other factors set forth under “Risk Factors” of our most recently filed Annual Report on Form 10-K.

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DAKOTA GOLD CORP.

Our principal executive offices are located at 106 Glendale Drive, Suite A, Lead, South Dakota, 57754 and our telephone number at that address is (605) 717-2540. Our web site address is www.dakotagoldcorp.com. Information on our website is not incorporated in this prospectus and is not part of this prospectus, unless otherwise stated.

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RISK FACTORS

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USE OF PROCEEDS

We will not receive any proceeds in the event that securities are sold by a selling securityholder unless otherwise indicated in the applicable prospectus supplement or other offering material.

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DESCRIPTION OF CAPITAL STOCK

Common Stock

Voting Rights

Dividends

The holders of our common stock are titled to receive dividends, if declared by our board, out of funds legally available.

Liquidation

Rights and Preferences

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CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW

Delaware Anti-Takeover Statute

Special Meeting of Stockholders

Our bylaws provide that special meetings of our stockholders may be called only by our Board pursuant to adoption of a resolution.

Election and Removal of Directors

Advance Notice Requirements for Stockholder Proposals and Director Nominations

No Cumulative Voting

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voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our Board to influence our Board’s decision regarding a takeover.

Authorized but Unissued Shares

Exclusive Forum Selection

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DESCRIPTION OF WARRANTS

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

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the offering price and aggregate number of warrants offered;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

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if applicable, the date on and after which the warrants and the related securities will be separately transferable;

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the manner of exercise of the warrants, including any cashless exercise rights;

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the warrant agreement under which the warrants will be issued;

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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

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anti-dilution provisions of the warrants, if any;

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the terms of any rights to redeem or call the warrants;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

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the manner in which the warrant agreement and warrants may be modified;

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the identities of the warrant agent and any calculation or other agent for the warrants;

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federal income tax consequences of holding or exercising the warrants;

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the terms of the securities issuable upon exercise of the warrants;

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any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and

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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

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Exercise of Warrants

Enforceability of Rights by Holders of Warrants

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

Governing Law

Unless we provide otherwise in the applicable prospectus supplement, each warrant agreement and any warrants issued under the warrant agreements will be governed by New York law.

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DESCRIPTION OF UNITS

The applicable prospectus supplement will describe:

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the designation and the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

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any unit agreement under which the units will be issued;

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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

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whether the units will be issued in fully registered or global form.

The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the unit agreement relating to the series of units being offered.

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PLAN OF DISTRIBUTION

We may sell the securities offered pursuant to this prospectus from time to time in one or more transactions, including, without limitation:

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to or through underwriters;

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through broker-dealers (acting as agent or principal);

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through agents;

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directly by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process, a rights offering or otherwise;

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in at-the-market offerings within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

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in a rights offering;

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as a dividend or distribution to our existing stockholders or other securityholders;

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through a combination of any such methods of sale; or

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through any other methods permitted by applicable law and described in a prospectus supplement or free writing prospectus.

The distribution of securities may be effected, from time to time, in one or more transactions, including:

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block transactions (which may involve crosses) and transactions on the NYSE American or any other organized market where the securities may be traded;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or free writing prospectus;

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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

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sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

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sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

The applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:

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the name or names of any underwriters, if, and if required, any dealers or agents;

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the purchase price of the securities and the proceeds we will receive from the sale;

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the public offering price;

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any over-allotment options under which underwriters may purchase additional securities from us;

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any underwriting discounts and other items constituting underwriters’ compensation;

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any commissions paid to agents;

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any discounts or concessions allowed or re-allowed or paid to dealers; and

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any securities exchange or market on which the securities may be listed or traded.

Underwriters, Agents and Dealers

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a fixed price or prices, which may be changed;

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market prices prevailing at the time of sale;

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prices related to such prevailing market prices; or

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negotiated prices.

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

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To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

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LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

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our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025;

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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 8, 2025;

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our Current Reports on Form 8-K filed with the SEC on February 6, 2025, February 21, 2025, March 24, 2025, May 13, 2025, May 19, 2025 and July 7, 2025; and

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Dakota Gold Corp.
Attention: Corporate Secretary
106 Glendale Drive, Suite A, Lead, South Dakota, 57754
(605) 906-8363

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Common Stock

PROSPECTUS SUPPLEMENT

BMO Capital Markets
Scotiabank

February , 2026

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Date

Price Target

Rating

Analyst

1/5/2026

$9.75

Buy

H.C. Wainwright

9/6/2024

$6.00

Outperform

BMO Capital Markets

9/12/2022

$5.25

Speculative Buy

Canaccord Genuity

SEC Form 424B5 filed by Dakota Gold Corp.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
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SEC Form 424B5 filed by Dakota Gold Corp.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
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$DC
Insider Purchases

CHIEF FINANCIAL OFFICER Campbell Shawn decreased direct ownership by 5% to 204,115 units (SEC Form 4)

PRESIDENT AND CEO Quartermain Robert bought $168,000 worth of shares (65,000 units at $2.58), increasing direct ownership by 0.85% to 7,743,244 units (SEC Form 4)

President and CEO Quartermain Robert bought $88,380 worth of shares (40,000 units at $2.21), increasing direct ownership by 0.53% to 7,617,877 units (SEC Form 4)

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Press Releases

Dakota Gold Announces Pricing of $75 Million Public Offering

Dakota Gold Announces Offering of Common Stock

Dakota Gold Intersects 5 g/t Gold over 24.9 Meters at Richmond Hill and Provides Silver Assay Update

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SEC Filings