UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Dakota Gold Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23426V109

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☐  Rule 13d-1(c)

☒  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 23426V109

1 NAME OF REPORTING PERSONS
Jonathan Awde

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)


(a) ☐
(b) ☐
3 SEC USE ONLY


 
4 CITIZENSHIP OR PLACE OF ORGANIZATION
     Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5 SOLE VOTING POWER

     6,230,303
 
6 SHARED VOTING POWER

     180,377
 
7 SOLE DISPOSITIVE POWER

     6,230,303
 
8 SHARED DISPOSITIVE POWER

     180,377
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     6,410,680
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          
(SEE INSTRUCTIONS) 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     7.35%*
 
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN
 

* Calculated based upon 87,219,429 common shares of Dakota Gold Corp, par value $0.001 per share, issued and outstanding on November 13, 2023. Includes (i) 99,816 shares of common stock held directly by the Reporting Person, (ii) 180,377 shares of common stock held by the Reporting Person's spouse, (iii) 216,453 shares of common stock held by trusts for the Reporting Person's children, (iv) 82,786 shares of common stock held by GPO Holdings Corp. (an entity that is 100% owned by the Reporting Person), (v) 5,352,091 shares of common stock held by JCTA Capital Management Corp. (an entity that is 100% owned by the Reporting Person), (vi) options to purchase 434,063 shares of common stock that are exercisable within 60 days of December 31, 2023 and (vii) warrants to purchase 45,094 shares of common stock that are exercisable within 60 days of December 31, 2023, all of which the Reporting Person may be deemed to share beneficial ownership.


Page 3

Item 1.

(a) Name of Issuer: Dakota Gold Corp

(b) Address of Issuer's Principal Executive Offices:

106 Glendale Drive, Suite A

Lead, South Dakota, United States 57754

Item 2.

(a) Names of Persons Filing:  Jonathan Awde

(b) Address or principal business office or, if none, residence: 106 Glendale Drive Suite A, Lead, South Dakota 57754

(c) Citizenship: Canada

(d) Title of Class of Securities: Common Shares

(e) CUSIP No.: 23426V109

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  Not applicable

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);



Page 4


(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ☐  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ☐  Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

The amount beneficially owned by each Reporting Person is determined based on 87,219,429 common shares outstanding.

(a) Amount Beneficially Owned: 6,410,680

(b) Percent of Class: 7.35%

(c) Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 6,230,303

(ii) Shared power to vote or to direct the vote: 180,377

(iii) Sole power to dispose or to direct the disposition of: 6,230,303

(iv) Shared power to dispose or to direct the disposition of: 180,377

Item 5. Ownership of Five Percent or Less of a Class: 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.


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Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10.  Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024

/s/ Jonathan Awde              

Jonathan Awde



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