Dakota Gold Corp.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(Unaudited)

DAKOTA GOLD CORP.Condensed Consolidated Interim Statements of Cash Flows(Unaudited)

DAKOTA GOLD CORP.Condensed Consolidated Interim Statements of Changes In Equity(Unaudited)

DAKOTA GOLD CORP. Notes to the Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)

NOTE 1 - Organization and Nature of Business

Organization

Dakota Gold Corp., ("we," "us", "our," "the Company," "Dakota Gold" or "DGC") was incorporated as JR Resources Corp. ("JR") on November 15, 2017 under the Business Corporations Act (British Columbia, Canada). We focus our business efforts on the acquisition, exploration, and development of mineral properties in the United States of America ("U.S."). On May 22, 2020, we completed the domestication process and changed our registration from the Province of British Columbia, Canada to the State of Nevada. On March 31, 2022, the Company completed a merger with Dakota Territory Resource Corp., a Nevada corporation ("Dakota Territory" or "DTRC"). On May 14, 2024, following the receipt of approval by our stockholders, we changed our state of incorporation from the State of Nevada to the State of Delaware. The Company currently operates in one segment, mineral exploration in the United States.

Liquidity

The Company's mineral properties are at the exploration stage and are without declared mineral reserves or mineral resources, except for the mineral resource estimate contained in the Company's S-K 1300 Initial Assessment and Technical Report Summary for the Richmond Hill Project, which was prepared in accordance with Subpart 1300 of Regulation S-K, promulgated by the Securities and Exchange Commission ("S-K 1300"), and which was completed in February 2025 and updated and revised with economic analysis in July 2025 (the "Richmond Hill Initial Assessment"). Therefore, our mineral properties have not generated revenues. The business of mineral exploration involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines (see "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024). Major expenditures are required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits, and to construct mining and processing facilities. The amounts shown as mineral rights and properties represent acquisition and holding costs and do not necessarily represent present or future recoverable values. The recoverability of the amounts shown for mineral rights and properties is dependent upon the Company obtaining the necessary financing to complete the necessary exploration of the properties, the discovery of economically recoverable reserves, development of the properties and future profitable operations or through sale of the assets.

These Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2025 and 2024 (the "financial statements") have been prepared on the assumption that the Company and our subsidiaries will continue as a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of June 30, 2025, the Company had not advanced our properties to commercial production and is not able to finance day-to-day activities through operations.

The Company's management believes our cash balance of approximately $42.0 million as of June 30, 2025, the Company's working capital of approximately $39.7 million and the ability to scale down our exploration program, if needed, alleviate doubt as to the Company's ability to continue as a going concern for twelve months beyond the date of these financial statements.

NOTE 2 - Summary of Accounting Policies

Basis of Presentation

These financial statements of the Company have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the U.S. Securities and Exchange Commission ("SEC") for interim financial statements, and should be read in conjunction with the Company's audited financial statements and the notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K, as filed with the SEC on March 20, 2025.

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 2 - Summary of Accounting Policies (continued)

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2024, as reported in the Company's Annual Report on Form 10-K, have been omitted. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements of the Company and in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.

Basis of Consolidation

These financial statements for the three and six months ended June 30, 2025 and 2024 include the accounts of the Company and the following 100%-owned subsidiaries: DTRC, LLC (incorporated in the U.S.), JR Resources (Canada) Services Corp. (incorporated in Canada), Dakota Gold Holdings LLC (incorporated in the U.S.) and Dakota Gold (Canada) Services Corp. (incorporated in Canada). All intercompany accounts and transactions between us and our subsidiaries have been eliminated upon consolidation.

Recently issued accounting pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring entities to disclose more detailed information about income tax expense (benefit), significant components of income tax expense (benefit), and separate disclosure of income tax expense (benefit) for domestic and foreign jurisdictions and by major jurisdictions. The Company adopted ASU 2023-09 as of January 1, 2025, and the corresponding impacts will be reflected in the annual disclosures connected to income taxes.

The Company has implemented all new accounting pronouncements in effect which may impact its financial statements and does not believe there are any other new pronouncements issued that have a material impact on its financial position or results of operations.

Subsequent Events

The Company evaluated events after June 30, 2025 and through the date the financial statements were issued and determined any events and transactions occurring during this period that would require recognition or disclosure are appropriately addressed in these financial statements.

NOTE 3 - Mineral Rights and Properties

Dakota Gold has 100% ownership of the interests in the Blind Gold, City Creek, Cambrian Unconformity, Tinton, West Corridor, Ragged Top, Poorman Anticline, Maitland, and South Lead / Whistler Gulch Properties. In addition, on October 14, 2021, Dakota Gold entered into an option agreement (the "Richmond Hill Option Agreement") to acquire 100% of Barrick's interest in the Richmond Hill Property. On September 7, 2021, the Company entered into an option agreement to acquire surface rights and certain facilities in the Homestake District (the "Barrick Option"), also with Barrick. Under the terms of the agreement, the Company has the option to acquire 4,261 acres of surface rights with attendant facilities and data held by Barrick. The Company will have 100% ownership in the Barrick Option and the Richmond Hill Properties upon exercise of the underlying options. All these properties are in the heart of the Homestake District. The individual claims, properties, options, and leases are aggregated into a single unit mining property, which we refer to as the "Black Hills Property."

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 3 - Mineral Rights and Properties (continued)

On February 6, 2025, the Company announced that Barrick Gold agreed to extend the option period for both the Richmond Hill Option Agreement and the Barrick Option until December 31, 2028, in return for additional annual cash payments of $170,000 and $340,000, respectively, on each of March 1, 2026, March 1, 2027, and March 1, 2028.

As of June 30, 2025 and December 31, 2024, the carrying value of the Company's mineral properties totaled approximately $82.7 million. As of June 30, 2025, we are in the exploration stage and have not commenced amortization of our properties.

NOTE 4 - Property and Equipment

As of June 30, 2025 and December 31, 2024, the Company's property and equipment consists of the following:

Depreciation expense for the three and six months ended June 30, 2025 and 2024 is included in exploration expenses and general and administrative expenses. ROU assets are amortized on a straight-line basis for the remaining lives of their respective lease terms.

At June 30, 2025, the Company has three agreements for office and building space in Rapid City, South Dakota and Vancouver, British Columbia, Canada, all of which have been determined to be operating leases. The lease agreements do not contain extension options. For measurement of the original lease liability and ROU asset, the Company applied a discount rate of 11.66% based on the Company's estimated incremental borrowing rate. During the three and six months ended June 30, 2025, the Company recognized rent expense of $0.04 million and $0.09 million, respectively, which is included in general and administrative and exploration expenses, on the condensed consolidated interim statements of operations. The weighted average remaining lease term for operating leases as of June 30, 2025 was 1.6 years. At June 30, 2025 and December 31, 2024, the remaining undiscounted lease payments under these lease agreements totaled approximately $0.34 million and $0.40 million, respectively.

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 5 - Accounts Payable and Accrued Liabilities

As of June 30, 2025 and December 31, 2024, the Company's accounts payable and accrued liabilities consist of the following:

NOTE 6 - Income Taxes

A summary of the reconciliation of the income tax benefit based on the statutory federal income tax rate of 21% to the income tax expense (benefit) reported in these financial statements for the three and six months ended June 30, 2025 and 2024 is as follows:

The effective tax rates for the three and six months ended June 30, 2025 were 0.10% and 0.12%, respectively. The effective tax rates for the three and six months ended June 30, 2025 and 2024 were less than the statutory rate as the Company does not expect to realize a benefit from a portion of the losses incurred.

NOTE 7 - Stockholders' Equity

Common Stock

On May 13, 2025, the stockholders of the Company voted to increase the number of shares of common stock reserved for issuance pursuant to awards under the Company's 2022 Stock Incentive Plan from 6,250,000 to 10,750,000. As of June 30, 2025, a total of 4,671,614 shares of common stock remain available for future grants under the 2022 Stock Incentive Plan.

On March 25, 2025, the Company announced a public offering (the "Offering") through which the Company raised gross proceeds of approximately $35.1 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share. The Company incurred a total of approximately $2.4 million of share issuance costs pursuant to the Offering and recorded the share issuance costs as a reduction to proceeds in additional paid-in capital.

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 7 - Stockholders' Equity (continued)

On October 21, 2022, we entered into an Equity Distribution Agreement with BMO Capital Markets Corp. and Canaccord Genuity LLC (collectively, the "Sales Agents"), to establish the ATM Program. On December 10, 2024, Dakota Gold entered into an Amended and Restated Equity Distribution Agreement with the Sales Agents. Under the terms of the Amended and Restated Equity Distribution Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50 million from time to time through any of the Sales Agents. During the six months ended June 30, 2025 and 2024, the Company utilized the ATM to raise net proceeds of approximately $7.3 million and $6.7 million, respectively, by issuing 2,548,713 and 3,024,751 shares of common stock, respectively, incurring issuance costs of $0.1 million and $0.4 million, respectively.

Subsequent to June 30, 2025, the Company issued 72,287 shares upon the exercise of warrants, which had an exercise price of $2.08, and 11,075 shares for the settlement of RSUs at a market price of $4.02.

Stock-based Compensation

The Company recognized stock-based compensation expense as follows:

The Company granted the following stock-based compensation awards as follows:

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 7 - Stockholders' Equity (continued)

As of June 30, 2025, unrecognized compensation expense and weighted-average vesting period for each of the Company's stock-based compensation awards were as follows:

Warrants

At June 30, 2025 and December 31, 2024, the Company had 6,710,392 and 7,602,993 warrants outstanding, respectively. During the six-month period ended June 30, 2025, a total of 892,601 warrants were exercised. No warrants were exercised during the same period in 2024. As of June 30, 2025, all 6,710,392 outstanding warrants had a remaining life of 0.71 years, an exercise price of $2.08 and will expire on March 15, 2026.

NOTE 8 - Net Loss per Share

Basic loss per common share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed similarly except that weighted average common shares are increased to reflect all dilutive instruments, including employee and director stock awards and warrants. Dilutive securities are excluded from the calculation of diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from operations.

The following shares were potentially dilutive during the periods presented and include shares from warrants and stock options with average price of common stock exceeding exercise price. However, these shares were excluded from the diluted loss per share calculation, because the Company incurred net losses and the effect would be anti-dilutive for all periods presented.

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 9 - Commitments and Contingencies

The Company may become party to various legal actions that arise in the ordinary course of our business. The Company is subject to audit by tax and other authorities for varying periods in various federal, state and local jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these potential lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If such matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company's consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and we believe the ultimate resolution of any such matters will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.

NOTE 10 - Segment Information

We have organized our operations into one operating segment, which conducts exploration and evaluation of mineral properties and thus has identified one reportable segment: Exploration and Evaluation. In determining the reportable segment, management evaluated the basis of organization of the Company, including that all of the entity's business activities are focused on acquisition, exploration, and development of mineral properties in the same geographic location and the Company manages the business activities on a consolidated basis. The Company has not yet derived any revenues, and the Company's costs are mainly derived from the same activities on our properties. Additionally, all the mineral properties have similar discovery and permitting processes, as well as expected shared future facilities and gold exploration targets.

Dakota Gold's chief operating decision maker ("CODM") is our chief executive officer. Exploration and general and administrative expenses, which are reported on the income statement and reconciles to net loss therein, are the measures of loss used by the CODM to allocate resources to our exploration and evaluation activities, and the CODM monitors budget versus actual results to assess the performance of the segment. The CODM also reviews expenditures for any capital or long-lived asset acquisitions, which are included in the statement of cash flows. Total segment assets are reported on the balance sheet. Segment information is prepared on the same basis that the CODM manages our segment, evaluates financial results, and makes key operating decisions.

For the Three and Six Months Ended June 30, 2025 and 2024(Unaudited)

NOTE 10 - Segment Information (continued)

The significant segment expenses for the Exploration and Evaluation operating segment that are regularly provided to the CODM are drilling and drilling related costs, study costs and labor. Within general and administration costs, the significant expenses are labor costs.

NOTE 11 - Subsequent event

Subsequent to June 30, 2025, the Company’s Amended and Restated Equity Distribution Agreement expired upon filing of an updated S-3 registration statement on July 24, 2025 with an effective date of August 8, 2025.