UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2022, the board of directors (the "Board") of Dakota Gold Corp. (the "Company"), on recommendation of the compensation committee of the Company, approved an additional long-term incentive program (the "Bonus Pool") to incentivize and reward the completion of certain corporate objectives, as more particularly described below.
The Bonus Pool will be comprised of up to 1,000,000 shares of common stock of the Company (each an "Award Share"). Award Shares under the Bonus Pool may be granted in the following amounts and circumstances: up to 1,000,000 Award Shares shall be issuable should the Company exercise its option to acquire certain surface rights and residual facilities pursuant to the Option Agreement for Purchase and Sale of Real Property (the "Surface Option Agreement") dated September 7, 2021 between Homestake Mining Company of California and DTRC LLC (formerly Dakota Territory Resource Corp., the Company's wholly-owned subsidiary). The Board shall have the discretion to award fewer than 1,000,000 Award Shares.
In the event any Award Shares are issuable pursuant to the Bonus Pool, they will be granted as follows: (1) Patrick Malone, Chief Sustainability Officer: 50%; (2) 50% to individuals approved by the compensation committee of the Company upon recommendation by management of the Company.
In the event any individual listed above terminates employment for any reason, they shall cease to be eligible to receive any Award Shares from the Bonus Pool. All Award Shares granted pursuant to the Bonus Pool shall be issued with no restrictions or vesting periods, and, unless otherwise provided by the Board or its designee, shall be granted pursuant to the Company's 2022 Stock Incentive Plan.
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: November 14, 2022