Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers On April 19, 2024, Dakota Gold Corp. or its wholly owned Canadian subsidiary Dakota Gold (Canada) Services Corp. (collectively, the "Company") entered into new employment agreements with Jonathan Awde, the Company's President & Chief Executive Officer, Gerald Aberle, the Company's Chief Operating Officer, Patrick Malone, the Company's Senior Vice President and Chief Administrative Officer, Shawn Campbell, the Company's Chief Financial Officer, and James Berry, the Company's Vice President of Exploration, all as more particularly described below. CEO Employment Agreement The Company entered into an employment agreement with its President and Chief Executive Officer, Mr. Awde, effective as of April 19, 2024 (the "Awde Agreement"), pursuant to which agreement he will receive an annual base salary of at least $310,000. Pursuant to the terms and conditions of the Awde Agreement, Mr. Awde will be eligible (i) to receive an annual bonus based upon attaining certain performance criteria set by the Board of Directors of the Company (the "Board") with a target bonus opportunity of 60% of Mr. Awde's annual base salary and (ii) to participate in the Company's securities-based compensation plans, with the award of any grants being at the discretion of the Board. Pursuant to the terms and conditions of the Awde Agreement, if the Company terminates Mr. Awde without cause or Mr. Awde resigns for good reason, then Mr. Awde will be entitled to receive: (i) any Accrued Benefits (as defined in the Awde Agreement) and, (ii) subject to Mr. Awde's continued compliance with certain obligations of the Awde Agreement, (A) a pro-rated estimated annual bonus payment for the year of termination earned up to the termination date and (B) a lump-sum payment in an amount equal to (1) two times (2x) Mr. Awde's then current annual base salary and (2) two times (2x) an annual bonus deemed to be 75% of Mr. Awde's then current annual base salary. Under the terms of the Awde Agreement, Mr. Awde may only terminate the agreement for "good reason" if one of the events specified in the agreement occurs within three months prior to, or within 12 months after, a change of control. If the Company terminates Mr. Awde for cause or Mr. Awde resigns without good reason, then Mr. Awde is only entitled to receive certain Accrued Benefits. Any other termination of the agreement by Mr. Awde will not trigger the severance payments described above. In addition, any stock options or other incentive equity awards held by Mr. Awde will fully vest as of the date of such termination. The foregoing description is not a complete description of the Awde Agreement and is qualified in its entirety by reference to the full text of the Awde Agreement, a copy of which is attached hereto as