Gruber v. Gilbertson, et al.
( re: Dakota Plains Holdings, Inc. )

TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED DAKOTA PLAINS HOLDINGS, INC. COMMON STOCK DURING THE PERIOD MARCH 23, 2012 THROUGH AUGUST 16, 2016, INCLUSIVE (THE “CLASS”)

NOTICE OF PROPOSED PARTIAL SETTLEMENTS,
SETTLEMENT FAIRNESS HEARING, AND MOTION FOR
ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

A Federal Court authorized The Notice. This is not a solicitation from a lawyer.

PLEASE READ THE NOTICE CAREFULLY. The Notice explains important rights you may have, including the possible receipt of cash from the Settlements. If you are a Class Member, your legal rights will be affected whether or not you act.

PENDENCY OF THIS CLASS ACTION: Please be advised that your rights may be affected by this class action lawsuit (the “Action”) pending in the United States District Court for the Southern District of New York (the “Court”) concerning purchases of Dakota Plains Holdings, Inc. (“Dakota Plains”) common stock during the period from March 23, 2012 through and including August 16, 2016, (the “Class Period”). A Notice of the Pendency of this Class Action was previously mailed on or about September 9, 2021.

NOTICE OF SETTLEMENTS: Please also be advised that the Court-appointed Class Representative Jon D. Gruber (the “Class Representative”), on behalf of himself and the Class, have reached an agreement to a partial settlement of the Action with the Officer and Director Defendants for a total of $13.95 million in cash that, if approved, will resolve all claims in the Action (the “Officer and Director Defendants’ Settlement”) against the Officer and Director Defendants. The Class Representative has entered into a separate settlement with defendant Ryan R. Gilbertson for his cooperation at trial against non-settling defendant Michael L. Reger. The two separate settlements are sometimes collectively referred to herein as the “Settlements.”

The Notice relates to proposed partial Settlements of claims in a pending class action lawsuit brought by investors alleging that the price of Dakota Plains common stock was artificially inflated as a result of allegedly material omissions by Defendants Michael L. Reger and Ryan R. Gilbertson and from statements issued by Dakota Plains regarding the Company, during the Class Period. The Officer and Director Defendants are Gabriel G. Claypool, Timothy R. Brady, Craig M. McKenzie, Paul M. Cownie, David J. Fellon, Gary L. Alvord, Terry H. Rust, and James L. Thornton. On December 20, 2016, Dakota Plains and its affiliated companies filed a voluntary petition under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Minnesota. Pursuant to Section 362(a) of the Bankruptcy Code, Dakota Plains could not be sued in this litigation. Accordingly, the Class Representative has not named Dakota Plains as a defendant in the Action. The proposed partial Settlements, if approved by the Court, will settle claims of all persons and entities who purchased or otherwise acquired Dakota Plains common stock during the Class Period (i.e., from March 23, 2012 through and including August 16, 2016) (the “Class”) as against the Officer and Director Defendants and defendant Ryan R. Gilbertson. The Action is continuing against non-settling defendant Michael L. Reger. The Class does not include certain persons and entities who are excluded from the Class by definition.

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENTS:
SUBMIT A CLAIM FORM BY OCTOBER 25, 2022	This is the only way to be eligible to get a payment from the Officer and Director Defendants’ Settlement. If you are a Class Member, you will be bound by the Settlements as approved by the Court and you will give up any Settled Claims that you have against the Officer and Director Defendants and the other Released Parties, so, if you remain in the Class, it is in your interest to submit a Claim Form.
OBJECT TO EITHER OR BOTH OF THE SETTLEMENTS BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 13, 2022	If you do not like the proposed settlements with the Officer and Director Defendants and/or defendant Gilbertson, the proposed Plan of Allocation or the request for attorneys’ fees and reimbursement of expenses, you may write to the Court and explain why you do not like them.
GO TO THE HEARING ON NOVEMBER 18, 2022 AT 3:00 PM ET, AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 13, 2022	Filing a written objection and notice of intention to appear by September 13, 2022 allows you to speak in Court about the fairness of the proposed Settlements, the Plan of Allocation, or the request for attorneys’ fees and reimbursement of expenses. If you submit a written objection, you may (but do not have to) attend the hearing and speak to the Court about your objection.
DO NOTHING.	If you are a member of the Class and you do not submit a Claim Form by October 25, 2022, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlements and you will be bound by any judgments or orders entered by the Court in the Action.

PLEASE READ THE NOTICE CAREFULLY. The Notice explains important rights you may have, including the possible receipt of cash from the Settlements. If you are a Class Member, your legal rights will be affected whether or not you act.