Dakota Gold (DC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, with voting on director elections, auditor ratification, and an amendment to the 2022 Stock Incentive Plan.

• Shareholders of record as of March 14, 2025, are eligible to vote, with options to vote online, by mail, or in person.

• The Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2026 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025 is proposed.

• Approval is sought to amend the 2022 Stock Incentive Plan, increasing reserved shares from 6,250,000 to 10,750,000.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of six members, with three classified as independent under NYSE American standards.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Technical, and ESG Committees.

• The Board held six meetings in 2024; all directors attended all scheduled meetings.

• The company has a code of ethics and an insider trading policy prohibiting trading on material nonpublic information.