Jonathan T. Awde - Mar 31, 2022 Form 4 Insider Report for Dakota Gold Corp. (DC)

Role: President & CEO, Director
Signature: /s/ Daniel Cherniak, as attorney-in-fact for Jonathan Awde
Stock symbol: DC
Transactions as of: Mar 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/4/2022, 09:13 PM
Previous filing: Mar 7, 2022
Next filing: Apr 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DC	Common Stock	Award		+33.8K			33.8K	Mar 31, 2022	By GPO Holdings Corp.	F1, F2
holding	DC	Common Stock						90.2K	Mar 31, 2022	Direct
holding	DC	Common Stock						5.77M	Mar 31, 2022	By JCTA Capital Management Corp.
holding	DC	Common Stock						180K	Mar 31, 2022	By spouse
holding	DC	Common Stock						216K	Mar 31, 2022	By trusts	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DC	Restricted Stock Units	Award		+350K			350K	Mar 31, 2022	Common Stock	350K		Direct	F1, F4, F5
transaction	DC	Stock Options	Award		+388K			388K	Mar 31, 2022	Common Stock	388K	$4.76	Direct	F1, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects securities acquired pursuant to the Mergers (as defined below). On March 31, 2022, Dakota Territory Resource Corp. ("DTRC") and Dakota Gold Corp., formerly JR Resources Corp. ("Dakota Gold") combined pursuant to that certain Amended and Restated Agreement and Plan of Merger entered into by and among the Issuer, Dakota Gold, DGC Merger Sub I Corp. ("Merger Sub I") and DGC Merger Sub II LLC ("Merger Sub II"), dated as of September 10, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub I merged with and into DTRC, with DTRC surviving and then merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Dakota Gold (the "Mergers"). JR Resources Corp. changed its name to Dakota Gold Corp. prior to the Mergers.
F2	Pursuant to the terms of the Merger Agreement, as the effective time of the Mergers, each outstanding share of DTRC common stock (other than certain excluded shares) was automatically canceled and converted into the right to receive one share of Dakota Gold common stock.
F3	Reflects securities held by trusts for the benefit of the reporting person's children.
F4	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Dakota Gold common stock. These RSUs vest June 4, 2022.
F5	At the effective time of the Mergers, each outstanding DTRC stock option or restricted stock unit, whether vested or unvested, was assumed and converted into an option or restricted stock unit, as applicable, with respect to shares of common stock of Dakota Gold Corp. equal to the number of shares of DTRC common stock subject to such option or restricted share unit, on the same terms and conditions as applied to such option or restricted share unit immediately prior to the effective time of the Mergers.
F6	The options vest one-third on May 17, 2021, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant.