DC 8-K
Dakota Gold Corp. (DC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (ZIP Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 18, 2023, pursuant to the authorization and approval provided by the stockholders of Dakota Gold Corp. (the "Company") at the Meeting discussed below under Item 5.07, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 144,302,330 to 300,000,000 shares, which filing became effective on the same date (the "Amendment"). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 16, 2023 (the "Meeting"). At the Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to:
i. elect seven directors (Gerald Aberle, Jonathan Awde, Jennifer Grafton, Amy Koenig, Stephen O'Rourke, Robert Quartermain and Alice Schroeder) to serve for a term that expires on the date of the Company's next annual meeting of stockholders (the "Director Proposal");
ii. ratify the appointment of Ham, Langston & Brezina, L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 (the "Auditor Proposal"); and
iii. increase the Company's authorized common stock from 144,302,330 to 300,000,000 shares by amending the Company's Articles of Incorporation, as amended (the "Authorized Stock Proposal").
Election results for the Director Proposal are as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes |
| Gerald Aberle | 40,850,646 | 713,745 | 5,954,820 |
| Jonathan Awde | 41,482,008 | 82,383 | 5,954,820 |
| Jennifer Grafton | 38,698,417 | 2,865,974 | 5,954,820 |
| Amy Koenig | 36,813,893 | 4,750,498 | 5,954,820 |
| Stephen O'Rourke | 35,328,430 | 6,235,961 | 5,954,820 |
| Robert Quartermain | 40,901,271 | 663,120 | 5,954,820 |
| Alice Schroeder | 41,348,880 | 215,511 | 5,954,820 |
Election results for the Auditor Proposal are as follows:
| For | Against | Abstain |
| 47,490,107 | 22,605 | 6,498 |
Election results for the Authorized Stock Proposal are as follows:
| For | Against | Abstain | Broker Non-Votes |
| 35,601,496 | 11,833,220 | 84,486 | 9 |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAKOTA GOLD CORP. | ||
| /s/ Shawn Campbell | ||
| Name: Shawn Campbell | ||
| Title: Chief Financial Officer | ||
Date: May 22, 2023
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STATE OF NEVADA |
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FRANCISCO V. AGUILAR
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OFFICE OF THE |
Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 |
Business Entity - Filing Acknowledgement
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05/19/2023 |
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Work Order Item Number: |
W2023051802069-2916503 |
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Filing Number: |
20233208015 |
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Filing Type: |
Amendment After Issuance of Stock |
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Filing Date/Time: |
5/18/2023 1:13:00 PM |
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Filing Page(s): |
3 |
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Indexed Entity Information: |
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Entity ID: E6832322020-3 |
Entity Name: Dakota Gold Corp. |
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Entity Status: Active |
Expiration Date: None |
Commercial Registered Agent
JEFF N. FAILLERS, P.C.
241 RIDGE STREET STE 210, RENO, NV 89501, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
Respectfully,
FRANCISCO V. AGUILAR
Secretary of State
Page 1 of 1
Commercial Recording Division
202 N. Carson Street
