Dakota Gold Corp.

DEF 14A 1 tm261371-6_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Dakota Gold Corp.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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TABLE OF CONTENTS​

DAKOTA GOLD CORP.

106 Glendale Drive, Suite A

Lead, South Dakota, 57754

(605) 717-2540

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

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To Our Stockholders,

The 2026 annual meeting of stockholders of Dakota Gold Corp., a Delaware corporation, will be held at 106 Glendale Drive, Suite A, Lead, South Dakota, on Wednesday, May 27, 2026 at 8:00 a.m. Mountain Time. For instructions on how to attend and vote your shares at the annual meeting, see the information in the accompanying proxy statement. The 2026 annual meeting of stockholders will be held for the following purposes:

To elect seven directors to hold office until the 2027 annual meeting of stockholders or until their successors are elected;

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To ratify the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accountant, for the fiscal year ending December 31, 2026; and

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To transact such other business that may properly come before the annual meeting or at any adjournment or postponement thereof.

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The Board of Directors recommends a vote FOR each of the director nominees and FOR Proposal 2.

You are entitled to attend and vote at the annual meeting, or any postponement or adjournment of the annual meeting, if you are a holder of our common stock at the close of business on April 7, 2026 (record date). This proxy statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are first being sent to stockholders on or around April 15, 2026.

Your vote is important. Whether or not you plan to attend the annual meeting, you are urged to vote as soon as possible to ensure your shares are represented and voted at the annual meeting.

If you are a beneficial stockholder and hold your shares through a broker, bank or other nominee:

You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or nominee. In these cases, you may vote by Internet or mail. You may vote your shares beneficially held through your broker if you attend the annual meeting and you obtain a legal proxy from your broker giving you the legal right to vote the shares at the annual meeting.

We encourage stockholders to submit their votes in advance of the annual meeting.

April 15, 2026

Cordially,

/s/ Amy Koenig

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Amy Koenig

Senior Vice President, Chief Legal Officer and

Corporate Secretary

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE VOTE AS SOON AS POSSIBLE VIA THE INTERNET OR MAIL. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING IN PERSON MAY REVOKE THEIR PROXIES AND VOTE IN PERSON DURING THE ANNUAL MEETING IF THEY SO DESIRE.