Dakota Gold Corp.

Previous wording

This management’s discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto as set forth herein and the Company’s annual audited financial statements. Readers are also urged to carefully review and consider the various disclosures made by the Company, which attempt to advise interested parties of the factors that affect our business, including without limitation, the disclosures made under “Risk Factors” of the Annual Report.

Current wording

This management’s discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto as set forth herein and the Company’s annual audited financial statements. Readers are also urged to carefully review and consider the various disclosures made by the Company, which attempt to advise interested parties of the factors that affect our business, including without limitation, the disclosures made under “Item 1A. Risk Factors” of the Annual Report.

Previous wording

The Company’s goal is to create stockholder value through the acquisition, responsible exploration, and future development of high caliber gold properties in the Homestake District of South Dakota. The Company uses our proprietary information from the Historic Homestake Mining Company, modern exploration and mining techniques, and geologic information and interpretations based on experience at other mines, new academic research and information from proprietary geophysical surveys to focus our programs and build upon where the historic Homestake Mining Company left off in the 1990s.

Current wording

The Company’s goal is to create stockholder value through the acquisition, responsible exploration, and future development of high caliber gold properties in the Homestake District of South Dakota. The Company uses our proprietary information from the Historic Homestake Mining Company, modern exploration and mining techniques, geologic information and interpretations based on experience, new mapping and interpretations from core drilling, and new academic research and information from proprietary geophysical surveys to focus our programs and build upon where the historic Homestake Mining Company left off in the 1990s.

Previous wording

The Homestake District has historically yielded approximately 45 million ounces of gold production as of June 30, 2026 with most of it coming from within a small geographic area. The production ledges of the Homestake Mine define a cumulative surface projection area of less than three square miles. Homestake Mining Company’s historic gold production and exploration in the Homestake District was overwhelmingly focused on the underground mine. Outside of the mine area, the Homestake District has been underexplored and heretofore has not been the subject of modern exploration efforts required to search for other deposits, especially under the cover of younger rocks that dominate the surface.

Current wording

The Homestake District has yielded approximately 45 million ounces of gold production as of September 30, 2026, with most of it coming from within a small geographic area. The production ledges of the historical Homestake Mine, when projected to the surface, define a cumulative area of less than three square miles. Homestake Mining Company’s gold production and exploration in the Homestake District was overwhelmingly focused on the underground mine. Outside of the mine area, the Homestake District has been underexplored and has not been the subject of modern exploration efforts required to discover other deposits, especially under the cover of younger rocks that dominate the surface.

Previous wording

We have consistently pursued a strategy of expanding our portfolio of brownfield properties located exclusively within the Homestake District to build a strong land position with the goal of consolidating possible mineral potential.

Current wording

We have executed a strategy of expanding our portfolio of brownfield properties located exclusively within the Homestake District to build a strong land position with the goal of consolidating possible mineral potential.

Previous wording

The Company has completed drilling projects at Maitland and Richmond Hill, operating up to four drill rigs at any given time. Dakota Gold has completed permit applications and environmental field work and currently has fifteen active permits in place with one additional permit being processed for the Maitland Project. Permitting for other exploration targets is anticipated in 2027.

Current wording

The Company has completed drilling projects at Maitland and Richmond Hill, operating up to four drill rigs at any given time. Dakota Gold has completed exploration permit applications and environmental field work and currently has sixteen active exploration permits in place and one permit submitted and pending regulatory approval.

Previous wording

In total, Dakota Gold has completed 587 holes for over 547,268 feet (166,807 meters) since drilling started in 2022.

Current wording

In total, Dakota Gold has completed 612 holes for approximately 165,000 meters since drilling started in 2022.

Previous wording

Other than our mineral resource estimate with an effective date of February 3, 2025 contained in our updated S-K 1300 Initial Assessment and Technical Report Summary for the Richmond Hill Gold Project (the “IA”), none of our other properties are sufficiently drilled to prepare an estimate of mineral resources under S-K 1300. The Company believes the Homestake District is in a safe jurisdiction with well-developed infrastructure and is in a favorable regulatory environment in which authorities have demonstrated a willingness to work with responsible operators to permit well-planned compliant projects.

Current wording

Other than our mineral resource estimate with an effective date of February 3, 2025 and updated in our S-K 1300 Initial Assessment and Technical Report Summary with cash flow for the Richmond Hill Gold Project filed with a Form 8-K on July 27, 2025 (the “IACF”), we have not prepared an estimate of mineral resources under S-K 1300 for any of our other properties. The Company believes the Homestake District is in a safe jurisdiction with well-developed infrastructure and is in a favorable regulatory environment in which authorities have demonstrated a willingness to work with responsible operators to permit well-planned compliant projects.

Previous wording

On July 24, 2026, Dr. Robert Quartermain, CEO and Co-Chair of the Company’s Board of Directors, notified the Board of Directors of his retirement from his role as CEO, effective August 18, 2026. On July 27, 2026, the Board of Directors appointed Jack Henris, the Company’s current President and Chief Operating Officer, to succeed Dr. Quartermain as CEO upon the effectiveness of his retirement. Mr. Henris will also be appointed as a member of the Board of Directors, effective August 18, 2026. Dr. Quartermain will continue in his roles as a member of the Board of Directors and its Co-Chair.

Current wording

On July 24, 2026, Dr. Robert Quartermain, CEO and Co-Chair of the Company’s Board of Directors, notified the Board of Directors of his retirement from his role as CEO, effective August 18, 2026. On July 27, 2026, the Board of Directors appointed Jack Henris, the Company’s current President and Chief Operating Officer, to succeed Dr. Quartermain as CEO upon the effectiveness of his retirement. Mr. Henris was also appointed as a member of the Board of Directors, effective August 18, 2026. Dr. Quartermain will continue in his roles as a member of the Board of Directors and its Co-Chair.

Previous wording

Planned activities during 2026 will focus on advancing the Richmond Hill Project through feasibility, permitting, and technical de-risking while continuing to progress high-grade exploration at the Maitland Project. At Richmond Hill, the Company is transitioning from an Initial Assessment with Cash Flow to a Pre-Feasibility Study in the second half of 2026, followed by a Feasibility Study targeted for 2027. Key workstreams include mine planning optimization, engineering trade-off studies, metallurgical test work, and baseline data collection to support state and county permitting. Concurrently, the Company plans to file a Notice of Intent and advance permitting activities with Lawrence County and the South Dakota Department of Agriculture and Natural Resources, positioning the project for construction readiness following completion of feasibility studies.

Current wording

Remaining activities for 2026 will focus on completing the Pre-Feasibility Study, advancing permitting and environmental baseline studies, and technical de-risking of the Richmond Hill Project. Following the Pre-Feasibility Study in the fourth quarter of 2026, the completion of a feasibility study is targeted for 2027 (the “Feasibility Study”). Key workstreams include mine planning optimization, engineering trade-off studies, metallurgical test work, closure and reclamation, water treatment design, and baseline data collection to support state and county permitting. The Company plans to prepare a Notice of Intent for future filing with the South Dakota Department of Agriculture and Natural Resources related to the Large Scale Mine permit and continue to advance permitting activities in 2027 with Lawrence County in relation to the conditional use permit.

Previous wording

At the Maitland property, planned activities in 2026 will concentrate on advancing the Unionville Zone toward a maiden mineral resource by the first half of 2027. The Company has outlined an infill drilling program of approximately 5,600 meters in 44 potential holes targeting shallow Tertiary epithermal mineralization that remains open along strike and at depth. In parallel, the Company will continue to evaluate high-grade exploration optionality at the JB Gold Zone, where Precambrian iron-formation-hosted mineralization shows strong geological similarities to the historic Homestake Mine. These efforts are intended to demonstrate the broader district-scale potential of the Maitland property while maintaining focus on near-term value creation at Richmond Hill.

Current wording

At the Maitland property, planned activities in 2027 will concentrate on advancing the Unionville Zone toward a maiden mineral resource. In 2027, the Company plans to continue to execute its infill drilling program targeting the shallow Tertiary epithermal mineralization that remains open along strike and at depth. In parallel, the Company will continue to evaluate high-grade exploration optionality at the JB Gold Zone, where Precambrian iron-formation-hosted mineralization shows strong geological similarities to the historic Homestake Mine. These efforts are intended to demonstrate the broader district-scale potential of the Maitland property while maintaining focus on near-term value creation at Richmond Hill.

Previous wording

We had no operating revenues during the three months ended June 30, 2026 and 2025. We had total comprehensive loss (net losses and comprehensive losses) of approximately $8.3 million and $6.5 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

We had no operating revenue during the three months ended September 30, 2026 and 2025.

Previous wording

During the three months ended June 30, 2026, our exploration expenses totaled approximately $6.5 million (compared to approximately $5.0 million for the three months ended June 30, 2025). The period-over-period increase is primarily related to period-over-period increases in assay costs of approximately $0.3 million and expenditure on studies and reports of approximately $1.4 million as the Company moved to complete its metallurgical test program. Included in exploration costs were stock-based compensation expenses of approximately $0.2 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

During the three months ended September 30, 2026, our exploration expenses totaled approximately $6.3 million (compared to approximately $7.7 million for the three months ended September 30, 2025). The period-over-period decrease is primarily related to a reduced number of drills operating in the current period, which resulted in a decrease of approximately $1.1 million in drilling costs, lower rental and maintenance expenditure on equipment of approximately $1.6 million, and lower road and pad construction costs of approximately $0.2 million. These decreases were partially offset by increased expenditures on studies and reports of approximately $1.0 million as the Company advanced engineering and environmental work for the Pre-Feasibility Study and increases in permitting and environmental costs, associated with the preparation of the Notice of Intent, of approximately $0.4 million and increases in other miscellaneous costs of $0.1 million. Included in exploration costs were stock-based compensation expenses of approximately $0.2 million for each of the three months ended September 30, 2026 and 2025.

Previous wording

Our general and administrative expenses for the three months ended June 30, 2026 were approximately $2.7 million (compared to approximately $1.9 million for the three months ended June 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs and other general and administrative expenses necessary for our operations. The period-over-period increase is primarily driven by an increase of approximately $0.3 million in expenditures on support costs, which are higher than the prior year comparable period primarily due to the expansion of the support team, and approximately $0.5 million related to stock-based compensation expense included in general and administrative expenses.

Current wording

Our general and administrative expenses for the three months ended September 30, 2026 were approximately $2.8 million (compared to approximately $3.2 million for the three months ended September 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs and other general and administrative expenses necessary for our operations. The period-over-period decrease is primarily driven by a decrease of approximately $0.4 million of support costs.

Previous wording

We earned interest income from bank accounts of approximately $1.4 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively. Higher interest income was as a result of a higher cash balance as a result of the financing in February 2026.

Current wording

We earned interest income from bank accounts of approximately $0.8 million and $0.4 million for the three months ended September 30, 2026 and 2025, respectively. Higher interest income resulted from a higher cash balance due to the financing in February 2026.

Previous wording

For the three months ended June 30, 2026 and 2025, we had losses from operations totaling approximately $9.2 million and $6.9 million, respectively, and net losses approximately $8.3 million and $6.5 million, respectively.

Current wording

For the three months ended September 30, 2026 and 2025, we had losses from operations totaling approximately $9.1 million and $10.9 million, respectively, and total net losses of approximately $8.4 million and $10.5 million, respectively.

Previous wording

During the six months ended June 30, 2026, our exploration expenses totaled approximately $13.0 million (compared to approximately $6.9 million for the six months ended June 30, 2025). The period-over-period increase is primarily related to the increased drilling activity, which resulted in an increase of approximately $2.1 million compared to 2025. In the prior year comparable period, drilling was paused as the Company focused on the Richmond Hill Initial Assessment. Related to the higher level of drilling, there were period-over-period increases in assay costs of approximately $0.9 million, in permitting and environmental costs of approximately $0.3 million, in road and pad construction costs of approximately $0.2 million, in miscellaneous costs of approximately $0.5 million driven by higher reclamation costs, and in other costs including equipment and exploration payroll of approximately $0.6 million. In addition, expenditures on studies and reports increased by approximately $1.8 million as the Company moved to complete its metallurgical test program. Included in exploration costs were stock-based compensation expenses of approximately $0.3 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

During the nine months ended September 30, 2026, our exploration expenses totaled approximately $19.3 million (compared to approximately $14.6 million for the nine months ended September 30, 2025). The period-over-period increase is primarily related to a $2.8 million increase in expenditures on studies and reports as the Company completed its metallurgical test program and advanced the pre-feasibility study, and a $1.0 million increase due to higher drilling activity. Related to the higher level of drilling, assay costs increased by $0.9 million, permitting and environmental costs increased by $0.6 million, and miscellaneous costs increased by $0.6 million. These increases were partially offset by lower rental and maintenance expenditure on equipment of approximately $1.4 million. Exploration costs included stock-based compensation expenses of approximately $0.5 million and $0.7 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Our general and administrative expenses for the six months ended June 30, 2026 were approximately $5.2 million (compared to approximately $3.8 million for the six months ended June 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs, and other general and administrative expenses necessary for our operations. The period-over-period increase is primarily driven by an increase of approximately $0.9 million in expenditures on support costs, which are higher than the prior year comparable period primarily due to the expansion of the support team, and approximately $0.4 million related to stock-based compensation expense included in general and administrative expenses.

Current wording

Our general and administrative expenses for the nine months ended September 30, 2026 were approximately $8.0 million (compared to approximately $6.9 million for the nine months ended September 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs, and other general and administrative expenses necessary for our operations. The period-over-period increase is primarily driven by an increase of approximately $0.6 million in support costs due to the expansion of the support team, and an increase of approximately $0.4 million due to an increase in stock-based compensation expense.

Previous wording

We earned interest income from bank accounts of approximately $0.9 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively. Higher interest income was as a result of a higher cash balance as a result of the financing in February 2026.

Current wording

We earned interest income from bank accounts of approximately $2.2 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively. Higher interest income resulted from higher cash balances as a result of the financing in February 2026.

Previous wording

For the six months ended June 30, 2026 and 2025, we had losses from operations totaling approximately $18.2 million and $10.7 million, respectively, and net losses approximately $16.8 million and $10.2 million, respectively.

Current wording

For the nine months ended September 30, 2026 and 2025, we had losses from operations totaling approximately $27.3 million and $21.5 million, respectively, and net losses of approximately $25.2 million and $20.7 million, respectively.

Previous wording

Cash used in investing activities for the six months ended June 30, 2026 was approximately $1.4 million compared to $nil in the prior year comparable period, due to the timing of the purchases of property and equipment and mineral properties.

Current wording

Cash used in investing activities for the nine months ended September 30, 2026 was approximately $2.4 million compared to $0.3 million in the prior year comparable period, due primarily to the timing of advances for the purchase of property and equipment.

Previous wording

During the six months ended June 30, 2026 and 2025, cash flows from financing activities were approximately $86.6 million and $41.2 million, respectively.

Current wording

During the nine months ended September 30, 2026 and 2025, cash flows from financing activities were approximately $87.1 million and $42.3 million, respectively.

Previous wording

In the six months ended June 30, 2025, the Company issued 2,548,713 shares of common stock under the ATM Program for net proceeds of approximately $7.3 million, 12,400,000 shares of common stock for net proceeds of approximately $32.7 million pursuant to a public offering, 50,000 shares of common stock for the exercise of stock options for proceeds of approximately $0.1 million, and 892,601 shares of common stock for the exercise of warrants for proceeds of approximately $1.9 million. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.8 million.

Current wording

In the nine months ended September 30, 2026, the Company issued 586,749 shares of common stock under the ATM Program for net proceeds of approximately $3.5 million, 12,561,000 shares of common stock for net proceeds of approximately $71.7 million pursuant to a public offering, 5,239,821 shares of common stock for the exercise of warrants for proceeds of approximately $10.9 million and 333,748 shares of common stock for the exercise of stock options for proceeds of approximately $1.3 million. In addition, the Company issued 534,110 shares of common stock for the exercise of options settled on a cashless basis. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.3 million.

Previous wording

offering, 5,239,821 shares of common stock for the exercise of warrants for proceeds of approximately $10.9 million and 225,082 shares of common stock for the exercise of stock options for proceeds of approximately $0.7 million. In addition, the Company issued 530,701 shares of common stock for the exercise of options settled on a cashless basis. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.3 million.

Current wording

In the nine months ended September 30, 2025, the Company issued 2,548,713 shares of common stock under the ATM Program for net proceeds of approximately $7.3 million, 12,400,000 shares of common stock for net proceeds of approximately $32.7 million pursuant to a public offering, 1,423,153 shares of common stock for the exercise of warrants for proceeds of approximately $3.0 million and 50,000 shares of common stock for the exercise of stock options for proceeds of approximately $0.1 million. In addition, the Company issued 91,710 shares of common stock for the exercise of stock options settled on a cashless basis.