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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2025 ( May 13, 2025)

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

Delaware 001-41349 85-3475290
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

106 Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (605) 906-8363

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, par value $0.001 per share   DC   NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08   DC.WS   NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Operating Officer

On May 13, 2025, Gerald Aberle, Chief Operating Officer of Dakota Gold Corp. (the "Company"), notified the Board of Directors of the Company of his resignation from his role as Chief Operating Officer of the Company, effective May 31, 2025. In connection with his resignation, the Compensation Committee of the Board of Directors (the "Compensation Committee") recommended, and the Board of Directors approved, the accelerated vesting of 128,212 stock options, 135,508 restricted stock units ("RSUs") and 86,620 performance stock units previously granted to Mr. Aberle, each as of the effective date of his resignation. 

Mr. Aberle did not resign from, and will continue in, his role as a director of the Company.

The Company thanks Mr. Aberle for his years of service as an officer of the Company and wishes him success in his future endeavors.

Appointment of President and Chief Operating Officer

On May 15, 2025, the Board of Directors of the Company appointed Jack Henris to serve as the Company's Chief Operating Officer, effective as of June 1, 2025. Mr. Henris will also be assuming the role of President from the Company's Chief Executive Officer, Dr. Robert Quartermain, who remains in his role as Chief Executive Officer.

Mr. Henris, age 61, has more than 35 years of experience in the mining industry and is a graduate of the South Dakota School of Mines and Technology with a Bachelor's Degree in Geological Engineering.  Prior to joining Dakota Gold, Mr. Henris was Chief Operating Officer for Hycroft Mining in Winnemucca, Nevada.  In addition, his mining experience includes General Manager, Mine Manager and Chief Mine Engineer roles with Newmont Mining in Northeastern Nevada and Colorado for twelve years, Senior Mining Consultant with Stantec in Chandler, Arizona and Vice President of Mining and Geotechnical for Goldcorp in Vancouver, British Columbia, Canada.  Prior to that, Mr. Henris worked for Barrick in Northeastern Nevada at the Goldstrike Mine for nine years advancing through senior operational and technical roles.  During his time at both Newmont and Barrick Mr. Henris gained design and operational experience with open pit oxide heap leach developments. Also, Mr. Henris worked for Homestake Mining Company for eight years including five years at the Open Cut in Lead, South Dakota and additional exploration and technical roles in Nevada and South Dakota. 

In his new role as President and Chief Operating Officer, Mr. Henris's compensation includes the following: (i) an annual base salary of $300,000, to be evaluated annually by the Board of Directors (or a committee thereof); (ii) a one-time cash bonus in the amount of $100,000; (iii) a one-time grant of 150,000 RSUs with a three-year vest, vesting equally in 2026, 2027 and 2028; (iv) a one-time grant of 300,000 stock options with a five-year term subject to a three-year vest, vesting equally in 2026, 2027 and 2028 with an exercise price set in accordance with the Company's standard option practices. Additionally, Mr. Henris is eligibility to receive (x) an annual discretionary bonus of at least 60% of his base salary upon the attainment of one or more pre-established performance goals established by the Compensation Committee or the Board of Directors, and (y) long-term incentive compensation of at least $425,000, subject to vesting and performance conditions as determined by the Compensation Committee.

There are no arrangements or understandings between Mr. Henris and any other persons pursuant to which Mr. Henris was appointed as President and Chief Operating Officer. Mr. Henris does not have any family relationships with any of the Company's directors or executive officers and has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.

The description above is a summary of the terms of Mr. Henris's employment agreement and is qualified in its entirety by the Company's form of employment agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.


Departure of Director

On May 15, 2025, the Board of Directors of the Company appointed Amy Koenig to serve as the Company's Senior Vice President - Chief Legal Officer & Corporate Secretary, effective as of June 1, 2025. In connection with her appointment as an officer of the Company, Ms. Koenig resigned as a director of the Company, effective as of May 31, 2025.

Appointment of Directors

On May 15, 2025, Todd Kenner and Kevin Puil were appointed as directors of the Company, effective as of May 15, 2025. The appointments were made at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance Committee"). Furthermore, at the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Kenner as a member of the Audit Committee and Mr. Puil as a member of the Compensation Committee and a member and Chair of the Nominating and Corporate Governance Committee, effective as of May 15, 2025. The independent members of the Board of Directors have also elected Mr. Kenner as Lead Independent Director in accordance with the Company's Corporate Governance Guidelines, effective as of May 15, 2025.

Mr. Kenner, age 63, has more than 40 years of experience in engineering design and business management.  Most recently, Mr. Kenner served as President and CEO of RESPEC from 2009 to 2024. RESPEC is headquartered in Rapid City, South Dakota, and during his 15 years with the company, he led strategic expansion leveraging the company's nationally recognized technical expertise in rock mechanics. During his tenure, RESPEC has grown from annual revenues of $14M to $142M and the geographic presence of two to 28 offices and two international locations, with a total of 650 professionals. Mr. Kenner's public service experience has included board leadership with the American Council of Engineering Companies (ACEC), the Nevada State Board of Professional Engineers and Land Surveyors, and the Center for Alumni Relations and Advancement (CARA).  Currently, he serves on Elevate Rapid City Board of Directors and Executive Committee and on the Board of Directors for the Community Health Center of the Black Hills. 

Mr. Puil, age 52, has served as the Managing Partner of RIVI Capital LLC, a private equity firm specializing in precious metals, since 2014. With over 25 years of experience in the resource investment sector, he brings a wealth of expertise as a former fund manager and investment analyst. Throughout his career, Mr. Puil has held senior roles at several notable firms. At Bolder Investment Partners (now Haywood Securities), he was a Partner and Portfolio Manager, and later, he held the position of Senior Analyst of natural resources at the Encompass Fund. In addition to his investment acumen, Mr. Puil has significant experience in corporate governance, having served as an independent director for multiple mining companies. He holds a degree in Economics from the University of Victoria in British Columbia and is a Chartered Financial Analyst (CFA) Charterholder.

There are no arrangements or understandings between either Mr. Kenner or Mr. Puil and any other persons pursuant to which either was appointed as a director of the Company. Neither Mr. Kenner nor Mr. Puil has any family relationships with any of the Company's directors or executive officers and neither has any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.

Messrs. Kenner and Puil's compensatory arrangements with the Company are consistent with its standard compensatory arrangements with non-employee directors. Each will receive annual board fees of $36,000. Each will also receive a one-time initial grant of 100,000 stock options of the Company with a five-year term subject to a three-year vest, vesting equally in 2026, 2027 and 2028 with an exercise price set in accordance with the Company's standard option practices.

Item 7.01 Regulation FD Disclosure

On May 19, 2025, the Company issued a press release announcing the foregoing updates. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.   Description  
10.1   Form of Employment Agreement  
99.1   Press release, dated May 19, 2025  
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 19, 2025



 

DAKOTA GOLD CORP.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "Agreement") dated as of [                      ], between Dakota Gold Corp., a Delaware corporation (the "Company"), and [                  ] (the "Employee").

W I T N E S S E T H

WHEREAS, the Company desires to employ the Employee as the [                  ] of the Company; and

WHEREAS, the Company and the Employee desire to enter into this Agreement as to the terms of the Employee's employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the [                  ] of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee that are not inconsistent with the Employee's position as [                  ] of the Company. The Employee's principal place of employment with the Company shall be the Company's offices in Lead, South Dakota, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee is permitted to work remotely on a schedule mutually agreed upon between Employee and the Company, provided the Employee is able to complete his or her duties under this Agreement. The Employee shall report directly to the Chief Executive Officer of the Company (the "CEO").

(b) During the Employment Term, the Employee shall devote all of the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the performance of the Employee's duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Employee's duties hereunder or create a potential business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for an indefinite period commencing as [of the date hereof] (the "Effective Date").. The period of time between the Effective Date and the termination of the Employee's employment hereunder shall be referred to herein as the "Employment Term."


 

3. BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not less than [                  ], payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Employee's base salary shall be subject to annual review by the Board (or a committee thereof) and may be adjusted from time to time by the Board. The base salary as determined herein and adjusted from time to time shall constitute "Base Salary" for purposes of this Agreement.

4. BONUSES.

(a) ANNUAL BONUS. During the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under the Company's annual bonus plan as may be in effect from time to time (the "Annual Bonus") based on a target bonus opportunity of at least [                  ] of the Employee's Base Salary (the "Target Bonus"), upon the attainment of one or more pre-established performance goals established by the Board or the Company's Compensation Committee (the "Committee") in its sole discretion.

(b) STOCK INCENTIVE PLAN. You will be eligible to participate in the Company's securities-based compensation plans, including its 2022 Stock Incentive Plan, and will receive long-term incentive compensation in such dollar amounts and subject to vesting and performance conditions as determined by the Committee in its sole discretion, which annual LTIP opportunity shall not be less than [$                    ].

5. SIGN-ON COMPENSATION.

(a) CASH SIGN-ON BONUS. The Company agrees to pay the Employee a one-time sign-on bonus in the amount of $[            ], less applicable taxes and withholdings, the first 50% payable on or about the Employee's first regularly scheduled paycheck following the commencement of employment. The second 50% payable on or about the Employee's first regularly scheduled paycheck following the six-month anniversary of employment. In the event that the Employee voluntarily resigns or is terminated for cause within six (6) months from the Employee's start date, the Employee agrees to repay the full amount of the sign-on bonus to the Company within thirty (30) days of the termination date. The Company reserves the right to withhold any unpaid portion of the sign-on bonus from the Employee's final paycheck to the extent permitted by applicable law. The Employee acknowledges and agrees to the terms of this repayment obligation. For purposes of this Section 5(a), Cause" shall mean: the continued failure by the Employee to substantially perform his or her duties with the Company after a written demand for substantial performance is delivered to the Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed his or her duties, and the Employee demonstrably fails to cure such failure within thirty (30) days after receipt of such demand; the engaging by the Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise (including the Board's determination of conduct that constitutes a violation of any securities laws in the United States); the Employee's conviction for the commission of a felony; or action by the Employee toward the Company involving dishonesty.


(b) [EQUITY SIGN-ON BONUS. On the Employee's first date of employment, the Company shall grant from the 2022 Stock Incentive Plan the following sign-on equity grants: (i) 150,000 restricted stock units with a three-year vest, vesting equally in 2026, 2027 and 2028; and (ii) 300,000 options with a five-year term subject to a three year vest, vesting equally in 2026, 2027 and 2028 with an exercise price set in accordance with the Company's standard option practices.]

6. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Employee shall be eligible to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to hereunder. The Employee's participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

(b) VACATIONS. During the Employment Term, the Employee shall be entitled to four weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the Company's policy on accrual and use applicable to employees as in effect from time to time, without carryforward of unused vacation time from any calendar year to any future calendar year. Vacation may be taken at such times and intervals as the Employee determines, subject to the business needs of the Company and prior approval of one of the CEO.

(c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Employee shall be reimbursed in accordance with the Company's expense reimbursement policy, for all reasonable out-of-pocket business and entertainment expenses incurred and paid by the Employee during the Employment Term and in connection with the performance of the Employee's duties hereunder, including all travel expenses, parking, cell phone, laptop and home office, and entertainment expenses. In addition, the Employee shall receive a reasonable vehicle allowance per month.

7. At-Will Employment.  The nature of your employment at the Company is and will continue to be "at will," meaning that either the Company or you may terminate this Agreement and your employment at any time, with or without notice, with or without cause, and for any reason or for no reason, subject to the obligations upon termination as provided in the Severance Plan (as defined below).  Any statement or representation to the contrary is ineffective unless put into a writing executed on behalf of the Company by an authorized officer. We do ask, however, that you give thirty (30) days' notice if you decide to terminate your employment.  Upon any termination of your employment, except as otherwise provided for in this Agreement, no further payments by the Company to you will be due other than: (i) accrued but unpaid salary through the applicable date of your termination; (ii) any other accrued benefits to which you may be entitled pursuant to the terms of benefit plans in which you participate at the time of such termination (excluding any employee benefit plan providing for severance or similar benefits), in accordance with the terms contained therein; (iii) any then unpaid amounts for the reimbursement of business expenses submitted in accordance with the Company's policies and procedures; and (iv) in the event of a termination on account of your death or Disability (as defined in the Incentive Plan) only, a pro-rata Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days you were employed during such fiscal year (which amount shall be paid at such time annual bonuses are paid to other similarly situated senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred). 


8. SEVERANCE.  The Company hereby acknowledges that you are eligible to participate in the Dakota Gold Executive Severance Plan (the "Severance Plan") in accordance with the terms and conditions as in effect from time to time.  In consideration for your opportunity to participate in the Severance Plan, you hereby acknowledge and agree that you are no longer eligible to participate in any other severance plans, programs policies or practices of the Company.

9. RETURN OF COMPANY PROPERTY. On the date of the Employee's termination of employment with the Company for any reason (or at any time prior thereto at the Company's request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).

10. COOPERATION. Upon the receipt of reasonable notice from the Company (including outside counsel), the Employee agrees that while employed by the Company and thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Employee's employment with the Company (collectively, the "Claims"). The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Employee (other than in connection with any litigation or other proceeding in which the Employee is a party-in-opposition) with respect to matters the Employee believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Employee shall not communicate with anyone (other than the Employee's attorneys and tax and/or financial advisors and except to the extent that the Employee determines in good faith is necessary in connection with the performance of the Employee's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Employee in complying with this Section 10.

11. WHISTLEBLOWER PROTECTION. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be not required to notify the Company that such reports or disclosures have been made.


12. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 12 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

13. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the address (or to the email) shown in the books and records of the Company.

If to the Company:

Dakota Gold Corp.

106 Glendale Drive, Suite A

Lead, South Dakota 57754

Email: notices@dakotagoldcorp.com

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

14. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

15. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.


16. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the Employee harmless to the extent provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney's fees), losses, and damages resulting from the Employee's good faith performance of the Employee's duties and obligations with the Company. This obligation shall survive the termination of the Employee's employment with the Company.

18. LIABILITY INSURANCE. The Company shall cover the Employee under directors' and officers' liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.

19. GOVERNING LAW; JURISDICTION. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of South Dakota (without regard to its choice of law provisions). Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of South Dakota or the United States District Court for the District of South Dakota and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Employee's employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a "Proceeding"), to the exclusive jurisdiction of the courts of the State of South Dakota, the court of the United States of America for the District of South Dakota, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such South Dakota State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Employee's employment by the Company or any affiliate of the Company, or the Employee's or the Company's performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Employee's or the Company's address as provided in Section 14 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of South Dakota.

20. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board or the Committee. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.


21. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee's part to be performed hereunder in accordance with its terms, and

(b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee's duties and obligations hereunder.

22. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) SECTION 409A COMPLIANCE.

(i) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Employee, and (B) the date of the Employee's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Employee's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

DAKOTA GOLD CORP.

 

 

By:________________________________________

Name:_____________________________________

Title: Chief Executive Officer

 

 

EMPLOYEE

 

 

Name:_____________________________________

 


May 19, 2025 News Release 25-06

Dakota Gold Announces Leadership Changes
and Board Additions

LEAD, SOUTH DAKOTA - Dakota Gold Corp. (NYSE American: DC) ("Dakota Gold" or the "Company") is pleased to announce changes to its senior leadership team and Board of Directors. Jack Henris will be appointed President and Chief Operating Officer (COO) of Dakota Gold effective June 1, 2025 upon the retirement of Gerald Aberle, our current COO. Mr. Aberle will continue to serve on the Board of Directors. Todd Kenner and Kevin Puil were appointed to the Board of Directors effective May 15, 2025 and Amy Koenig will resign from the Board of Directors on May 31, 2025 and assume the role of Senior Vice President, Chief Legal Officer and Corporate Secretary for Dakota Gold effective June 1, 2025.

As Dakota Gold advances its Richmond Hill Heap Leach Gold Project ("Richmond Hill" or "Project") to production, the Company continues to enhance its leadership team and board composition to provide the requisite skillsets as it transitions from an exploration to development and production enterprise. As detailed in the bios below, Jack Henris has extensive operational experience in heap leach and underground operations as well as managing projects through permitting cycles. Todd Kenner is the former CEO of RESPEC, a South Dakota based engineering firm and brings his experience across a varied platform of engineering projects. Kevin Puil is a Texas-based fund manager and has the requisite capital markets experience in resource investments. Amy Koenig has extensive local and public market experience from her previous role as in-house legal counsel for Black Hills Corporation, a NYSE listed company based in South Dakota.

Dr. Robert Quartermain, Co-Chair, Director, and CEO of Dakota Gold stated, "I am pleased to announce today that Jack Henris will be joining Dakota Gold as its President and COO to guide Richmond Hill through Feasibility Study, permitting and into construction. Jack has extensive experience at both heap leach and underground gold operations, from permitting through production, bringing skillsets germane to our current stage of development. The fact that Jack has worked at the Homestake Mine and with many of our current management team, and lives in Spearfish, South Dakota, is valuable at this stage of the Company's development. In addition, Todd Kenner and Kevin Puil will be joining Dakota Gold as new independent directors, strengthening our Board." Dr. Quartermain continued, "Dakota Gold exists because of the initial efforts of Jerry Aberle. His long professional career in the Homestake District allowed him, as a founder of the Company, to assemble an impressive land package with significant gold potential. Jerry's decision to retire as COO now allows Jack to continue to build on the efforts of Jerry and the team he has put together. I want to thank Jerry and acknowledge his contribution to Dakota Gold on behalf of shareholders. We look forward to his continued contribution as a member of the Board."

Mr. Aberle, Director of Dakota Gold commented, "The building of Dakota Gold has been the highlight of my career. Being in a position to assemble the land package and the team of people that has so successfully executed our programs these past three years has allowed us to create exceptional value for shareholders. Our discovery of the Homestake iron-formation-hosted gold system on our Maitland Gold Project validates our thesis that the Homestake Mine is repeatable. With our focus on the nearer-term production opportunity at Richmond Hill, I am pleased that Jack Henris has joined the Company as President and COO. His heap leach experience and familiarity with the Homestake Mine are great assets to the Company as we advance to production. Dakota Gold is in a great position, poised for success. I look forward as a Board member and major shareholder to support Jack in the coming chapters of Dakota Gold's story."


Jack Henris commented, "I am excited to return to the Homestake District where I started my career. My experience in permitting and operating heap leach gold operations for Barrick and Newmont will inform Dakota Gold's strategy as we advance Richmond Hill. Working at the Homestake Mine open pit gives me the experience required to guide activities at our Maitland project area. Having worked with Jerry Aberle, I am enthused to build on the project platform that he has assembled for the Company."

Dr. Stephen O'Rourke, Co-Chair, Director, and Managing Director of Dakota Gold stated, "We are pleased to be able to strengthen our Board with the addition of Todd Kenner and Kevin Puil. In his role as CEO of RESPEC, Todd grew the company based in Rapid City, South Dakota from a revenue of $14 million in 2009 to $142 million in 2024. Todd's broad engineering experience will be invaluable as we advance Richmond Hill along its development trajectory. A native of South Dakota, Todd brings a local lens and relationships which will be important as we develop Richmond Hill and continue to advance our Maitland Gold Project and other project opportunities in the Homestake District." Dr. O'Rourke continued, "Kevin Puil has over 25 years as a portfolio manager in resource development opportunities. This is an important perspective for the Company as we seek to access funding needed to put Richmond Hill in production. Kevin's capital markets experience will reinforce the skillsets of the Board. I wish to acknowledge the support that Amy Koenig has provided to the Board over the last 3 years since joining Dakota Gold. We are pleased that Amy will join our management team as SVP Chief Legal Officer and Corporate Secretary. Amy's experience with Black Hills Corporation, South Dakota's other NYSE listed company, will be valuable as we advance Richmond Hill to production. With Todd joining our Board we have 3 directors who live in South Dakota and Dakota Gold benefits from the local perspective we bring to the Company. The addition of Jack Henris as COO and President, concurrent with our Board expansion, ensures the Company has the bandwidth and skillsets necessary to deliver on our many gold opportunities in the Homestake District. "

Biographies

Jack Henris, President and Chief Operating Officer (COO)

Mr. Henris has more than 35 years of experience in the mining industry and is a graduate of the South Dakota School of Mines and Technology with a Bachelor's Degree in Geological Engineering.  Prior to joining Dakota Gold, Mr. Henris was Chief Operating Officer for Hycroft Mining in Winnemucca, Nevada.  In addition, his mining experience includes General Manager, Mine Manager and Chief Mine Engineer roles with Newmont Mining in Northeastern Nevada and Colorado for twelve years, Senior Mining Consultant with Stantec in Chandler, Arizona and Vice President of Mining and Geotechnical for Goldcorp in Vancouver, British Columbia, Canada. Prior to that, Mr. Henris worked for Barrick in Northeastern Nevada at the Goldstrike Mine for nine years advancing through senior operational and technical roles. During his time at both Newmont and Barrick Mr. Henris gained design and operational experience with open pit oxide heap leach developments. Also, Mr. Henris worked for Homestake Mining Company for eight years including five years at the Open Cut in Lead, South Dakota and additional exploration and technical roles in Nevada and South Dakota. 


Todd Kenner, Independent Director

Mr. Kenner has more than 40 years of experience in engineering design and business management. 

Most recently Todd served as President and CEO of RESPEC from 2009 to 2024. RESPEC is headquartered in Rapid City, South Dakota, and during his 15 years with the company, he led strategic expansion leveraging the company's nationally recognized technical expertise in rock mechanics. During his tenure, RESPEC has grown from annual revenues of $14M to $142M and the geographic presence of two to 28 offices and two international locations, with a total of 650 professionals. Mr. Kenner's public service experience has included board leadership with the American Council of Engineering Companies (ACEC), the Nevada State Board of Professional Engineers and Land Surveyors, and the Center for Alumni Relations and Advancement (CARA).  Currently, he serves on Elevate Rapid City Board of Directors and Executive Committee and on the Board of Directors for the Community Health Center of the Black Hills. 

Kevin Puil, Independent Director

Mr. Puil is the Managing Partner of RIVI Capital LLC, a private equity firm specializing in precious metals. With over 25 years of experience in the resource investment sector, he brings a wealth of expertise as a former fund manager and investment analyst. Throughout his career, Mr. Puil has held senior roles at several notable firms. At Bolder Investment Partners (now Haywood Securities), he was a Partner and Portfolio Manager, and later, he held the position of Senior Analyst of natural resources at the Encompass Fund. In addition to his investment acumen, Mr. Puil has significant experience in corporate governance, having served as an independent director for multiple mining companies. He holds a degree in Economics from the University of Victoria in British Columbia and is a Chartered Financial Analyst (CFA) Charterholder.

Amy Koenig, Senior Vice President Chief Legal Officer and Corporate Secretary

Ms. Koenig most recently served as Vice President - Governance, Corporate Secretary and Deputy General Counsel for Black Hills Corporation (NYSE: BKH), an electric and gas utility company headquartered in Rapid City, South Dakota. Ms. Koenig is a Certified Corporate Governance Professional. Prior to joining Black Hills Corporation in 2013, Ms. Koenig spent ten years in private practice as a litigator with Gunderson, Palmer, Nelson & Ashmore, LLP. Ms. Koenig holds a Juris Doctorate from the University of South Dakota School of Law. Before beginning her legal career, Ms. Koenig held various engineering roles of increasing responsibility in both the chemical and computer industries and holds a Bachelor of Science in chemical engineering from the South Dakota School of Mines & Technology. Ms. Koenig is a member of the American Association of University Women and currently serves as the Vice Chair of the Board for the Children's Home Society of South Dakota.

"I am excited about the additions to Dakota Gold's senior leadership team and Board. The quality of our projects has been able to attract senior resource professionals who will be instrumental in our future success" concluded Dr. Quartermain.

About Dakota Gold Corp.

Dakota Gold is expanding the legacy of the 145-year-old Homestake Gold Mining District by advancing the Richmond Hill Oxide Heap Leach Gold Project to commercial production, and outlining a high-grade underground gold resource at the Maitland Gold Project, both located on private land in South Dakota.

Subscribe to Dakota Gold's e-mail list at www.dakotagoldcorp.com to receive the latest news and other Company updates.


Shareholder and Investor Inquiries

For more information, please contact:

Dr. Robert Quartermain

Co-Chair, Director, President and Chief Executive Officer

Tel: +1 778-655-9638

Dr. Stephen O'Rourke

Co-Chair, Director and Managing Director

Tel: +1 605-717-2540

Carling Gaze

VP of Investor Relations and Corporate Communications

Tel: +1 605-679-7429

Email: info@dakotagoldcorp.com

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this communication, the words "plan," "target," "anticipate," "believe," "estimate," "intend," "potential," "will" and "expect" and similar expressions are intended to identify such forward-looking statements. Any express or implied statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation: our expectations regarding additional drilling and modeling; our expectations for the improvement and growth of the mineral resources and potential for conversion of mineral resources into reserves; the timing for the S-K 1300 Initial Assessment with cash flow analysis, completion of a feasibility study, and/or permitting; our expectations regarding free cash flow and future financing, and our overall expectation for the possibility of near-term production at the Richmond Hill project. These forward-looking statements are based on assumptions and expectations that may not be realized and are inherently subject to numerous risks and uncertainties, which could cause actual results to differ materially from these statements. These risks and uncertainties include, among others: the execution and timing of our planned exploration activities; our use and evaluation of historic data; our ability to achieve our strategic goals; the state of the economy and financial markets generally and the effect on our industry; and the market for our common stock. The foregoing list is not exhaustive. For additional information regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the risk factors included in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by annual, quarterly and current reports that we file with the SEC, which are available at www.sec.gov. We caution investors not to place undue reliance on the forward-looking statements contained in this communication. These statements speak only as of the date of this communication, and we undertake no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as may be required by law. We do not give any assurance that we will achieve our expectations.