Dakota Gold Corp

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this annual report on Form 10-K (this "Form 10-K") includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts, that address activity, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "assume," "believe," "budget," "contemplate," "continue," "could," "estimate," "expect," "forecast," "initial," "intend," "likely," "may," "plan," "possible," "potential," "predict," "project," "proposed," "should," "will," "would" and similar terms, phrases, and expressions are intended to identify forward-looking statements. These forward-looking statements relate to, among other things:

• our businesses and prospects and our overall strategy

• the progress, potential and uncertainties of the Company's exploration program;

• our planned exploration activities across our portfolio of exploration targets;

• our planned or estimated capital expenditures for exploration and general and administrative costs;

• government regulations, including our ability to obtain, and the timing of, necessary government permits and approvals;

• expectations regarding the availability of our liquidity and capital resources, and our ability to scale down spending if sufficient resources are not available;

• our ability to obtain financing as needed and the terms of such financing transactions;

• progress in developing our projects and the timing of that progress; and

• attributes and future values of the Company's projects or other interests, operations or rights.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation risks associated with or related to:

• lack of defined mineral resource or mineral reserve estimates prepared in accordance with S-K 1300;

• the failure to successfully execute management's strategy and manage our growth;

• our limited operating history and history of losses, including the potential for future losses

• uncertainty as to future production at our mineral exploration and development properties;

• our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;

• ownership of surface rights at our Black Hills Property;

• mining exploration and development risks, including risks related to regulatory approvals, operational hazards and accidents, equipment breakdowns, labor and contractor disputes, contractual disputes related to exploration properties, unanticipated or increased operating costs and other unanticipated difficulties;

• potential health risks associated with mining and mineral exploration;

• fluctuations in commodity prices;

• future adverse legislation regarding the mining industry and climate change;

• uncertainties associated with potential litigation matters, including environmental lawsuits;

• our land reclamation requirements;

• our ability to maintain the adequacy of internal control over financial reporting;

• adverse technological changes and cybersecurity threats;

• title in our properties;

• competition in the gold and silver mining industries;

• economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets;

• our ability to attract and retain key management and mining personnel necessary to successfully operate and grow our business;

• volatility in the market price of our listed securities; and

• other factors set forth under Item 1A. Risk Factors of this Form 10-K.

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Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this annual report on Form 10-K. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this Form 10-K.

ADDITIONAL INFORMATION

Descriptions of agreements or other documents contained in this Form 10-K are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

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