Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
DAKOTA GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees to Be Paid | Equity | Common Stock, $0.001 par value per share | (1) | (1) | (1) | (1) | - | - | - | - | - | - |
| Fees to Be Paid | Other | Warrants | (1) | (1) | (1) | (1) | - | - | - | - | - | - |
| Fees to Be Paid | Other | Units | (1) | (1) | (1) | (1) | - | - | - | - | - | - |
| Fees to be Paid | Unallocated (Universal) Shelf |
(2) | 457(o) | (2) | (3) | $97,257,978 (4) |
$153.10 per $1,000,000 |
$14,890.20 (4) |
- | - | - | - |
| Fees Previously Paid | - | - | - | - | - | - | - | - | - | - | - | - |
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | Unallocated (Universal Shelf) | (5) | 415(a)(6) | (4) | - | $152,742,022 | - | - | S-3 | 333-266155 | July 27, 2022 | $14,159.19 (5) |
| Total Offering Amounts | $250,000,000 (5) |
$14,890.20 (5) |
||||||||||
| Total Fees Previously Paid | - | |||||||||||
| Total Fee Offsets | - | |||||||||||
| Net Fee Due | $14,890.20 | |||||||||||
| (1) | Pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3, this information is not required to be included. |
| (2) | Consists of up to $250,000,000 of an indeterminate amount of common stock, warrants and/or units to be registered under a universal shelf in connection with this registration statement, including securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold under this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Any securities registered hereunder may be sold separately or with the other securities registered hereunder. |
| (3) | Under this registration statement, the proposed maximum aggregate offering price per unit will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to Instruction 2(A)(iii)(b) of Item 16(b) of Form S-3 under the Securities Act. |
| (4) | Estimated pursuant to Rule 457(o) under the Securities Act. In no event will the aggregate offering price of the securities sold by the Registrant from time to time under this registration statement exceed $250,000,000. No separate consideration will be received for common stock or other securities of the Registrant that may be issued upon conversion of, or in exchange for, convertible or exchangeable preferred stock registered under this registration statement. |
| (5) |
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered hereunder include unsold securities previously registered pursuant to the registration statement on Form S-3 (File No. 333-266155) declared effective on July 27, 2022 (the “2022 Registration Statement”). The 2022 Registration Statement registered the offer and sale of an indeterminate number of shares of common stock, warrants to purchase common stock, or units of one or more of the aforementioned securities having an aggregate initial offering price not to exceed $250,000,000 (collectively, the “2022 Registered Securities”). As of the date of filing of this registration statement, $152,742,022 of the 2022 Registered Securities remain unsold under the 2022 Registration Statement (such unsold securities, the “Carry Forward Securities”). Pursuant to Rule 415(a)(6) under the Securities Act, the aggregate filing fee of $14,159.19 relating to the Carry Forward Securities will continue to be applied to the Carry Forward Securities registered pursuant to this registration statement.
To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the Registrant sells any Carry Forward Securities pursuant to the 2022 Registration Statement, the Registrant will identify in a pre-effective amendment to this registration statement the updated amount of Carry Forward Securities to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new unallocated securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the 2022 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |