Dakota Gold Corp.

NOTE 1 - Organization and Nature of Business

Dakota Gold Corp. (“we,” “us,” “our,” the “Company,” “Dakota Gold” or “DGC”) was incorporated as JR Resources Corp. on November 15, 2017, under the Business Corporations Act (British Columbia). 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 inone segment, mineral exploration, in the U.S.

Liquidity

As of September 30, 2026, the Company had not advanced its properties to commercial production and is not able to finance day-to-day activities through operations as the Company has no source of revenue yet.

As of September 30, 2026, the Company had cash and cash equivalents of approximately $92.2 million. Based on its current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within one year from the issuance date of these condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and 2025 (the “financial statements”), which have been prepared on a going concern basis.

NOTE 2 - Summary of Accounting Policies

Basis of Presentation

These unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“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, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), as filed with the SEC on March 25, 2026.

The unaudited condensed consolidated financial statements are presented in U.S. dollars, which is the Company’s functional and reporting currency.

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, 2025, as reported in the Company’s Annual Report, have been omitted. The condensed consolidated balance sheet as of December 31, 2025 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 U.S. GAAP have been condensed or omitted.

Basis of Consolidation

As of September 30, 2026 and 2025, these condensed consolidated financial statements 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.

NOTE 2 - Summary of Accounting Policies (continued)

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) 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. As an emerging growth company, the Company elected the extended transition period for complying with ASU 2023-09, which is for annual periods beginning after December 15, 2025, and will adopt ASU 2023-09 in its Annual Report on Form 10-K for the year ended December 31, 2026.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”),Income Statement - reporting comprehensive income - expense disaggregation disclosure (Subtopic 220-40), requiring entities to disclose in the notes to the financial statements specified information about costs and expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company has not early adopted ASU 2024-03 and is currently assessing the impacts.

NOTE 3 - Mineral Rights and Properties

Dakota Gold has 100% ownership of 2,147 unpatented claims and a combination of surface leases and/or ownership covering a total of approximately 50 thousand acres located in the Homestake District in the Black Hills of South Dakota. These rights include property rights in Maitland as well as the properties associated with the Barrick Option and the Richmond Hill Option discussed below. The individual claims, properties, options, and leases are aggregated into a single unit mining property, which we refer to as the “Black Hills Property.”

On October 14, 2021, Dakota Gold entered into an option agreement (the “Richmond Hill Option”) with a wholly owned subsidiary of Barrick Gold Corporation (“Barrick”) 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 Barrick’s surface rights and certain facilities in the Homestake District (the “Barrick Option”). Under the terms of the Barrick Option, the Company has the option to acquire 4,261 acres of surface rights with attendant facilities and data. On February 6, 2025, the Company announced that Barrick agreed to extend the option period for both the Richmond Hill Option 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 (paid), March 1, 2027, and March 1, 2028. The Company will have 100% ownership of the Barrick Option and the Richmond Hill properties upon exercise of the underlying options.

As of September 30, 2026 and December 31, 2025, the carrying value of the Company’s mineral properties totaled approximately $83.4 million and $82.9 million, respectively. As of September 30, 2026, we are in the exploration stage and have not commenced amortization of our properties. During the three and nine months ended September 30, 2026, the Company paid acquisition costs of approximately $nil and $0.8 million, respectively ($0.2 million and $0.2 million for the three and nine months ended September 30, 2025, respectively). The Company acquired additional mineral property in October 2026. See Note 11 - Subsequent Event.

NOTE 4 - Leases

As of September 30, 2026, the Company has agreements for office and other building space in Lead, South Dakota and Vancouver, British Columbia, Canada, which have been determined to be operating leases. The lease agreements do not contain extension options or variable lease payments. For measurement of the original lease liability and right-of-use (“ROU”) asset, the Company applied a discount rate of 11.66% based on an estimated incremental borrowing rate. The operating lease for one building was renewed in August 2026 for an additional three-year period. Operating lease cost is included in general and administrative and exploration expenses on the consolidated statements of operations. Operating lease ROU assets are included in Other Assets on the condensed consolidated balance sheets. The operating lease ROU asset balance is $0.3 million and $0.2 million as of September 30, 2026 and December 31, 2025, respectively. The weighted average remaining lease term for operating leases as of September 30, 2026 and December 31, 2025 is 2.2 years and 1.1 years, respectively.

On June 1, 2026, the Company entered into an agreement for office and building space in Lead, South Dakota, which has been determined to be a finance lease. The lease agreement does not contain anextension option or variable lease payments. The lease contains a purchase option for $1.1 million, reduced by an initial payment and monthly rent credits resulting in a potential net closing payment of approximately $1.0 million on March 31, 2030. For measurement of the original lease liability and finance lease asset, the Company applied a discount rate of 11.66% based on an estimated incremental borrowing rate. As the Company does not have readily observable borrowing rates, management estimated its incremental borrowing rate by considering current market interest rates, recent financing transactions of comparable development-stage mining companies, the Company’s stage of development and credit characteristics, the terms of the underlying leases and other relevant economic factors. Finance lease ROU assets are included in Property and Equipment, net in the condensed consolidated balance sheets. The finance lease ROU asset balance is $1.0 million and $nil as of September 30, 2026 and December 31, 2025, respectively. The remaining lease term for the finance lease as of September 30, 2026 is 3.5 years.

As of September 30, 2026, the remaining lease payments under these lease agreements are as follows:

Supplemental non-cash information related to leases includes the following

NOTE 5 - Accounts Payable and Accrued Liabilities

As of September 30, 2026 and December 31, 2025, 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 expense based on the statutory federal income tax rate of 21% to the income tax expense reported in these financial statements for the three and nine months ended September 30, 2026 and 2025 is as follows:

The effective tax rates for the three and nine months ended September 30, 2026 were (0.6)% and (0.3)%, respectively (0.15% and 0.18% for the three and nine months ended September 30, 2025, respectively). The effective tax rates for the three and nine months ended September 30, 2026 and 2025 were less than the statutory rate as the Company is in a tax loss position and does not expect to realize the tax benefit of those losses in the near future.

NOTE 7 - Stockholders’ Equity

Common Stock

The holders of the Company’s common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of common stock have the sole right to vote. The common stock does not have any cumulative voting, pre-emptive, subscription or conversion rights. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting of the Company’s stockholders, and other general stockholder actions (other than an amendment to our certificate of incorporation) require the affirmative vote of a majority of shares represented at a meeting in which a quorum is present. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

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 September 30, 2026, a total of 3,872,085 shares of common stock remain available for future grants under the 2022 Stock Incentive Plan.

On February 9, 2026, the Company announced the successful closing of a public offering, whereby we raised gross proceeds of approximately $76.4 million by issuing 12,336,000 shares of our common stock at a price of $6.08 per share and issuing 225,000 shares of our common stock by the exercise of an option offered to the book-running managers and co-managers (the “Option”) at a price of $6.08 per share. The Company incurred a total of approximately $4.7 million of share issuance costs pursuant to the public offering and exercise of the Option, which were recorded as a reduction to additional paid-in capital.

NOTE 7 - Stockholders’ Equity (continued)

On March 25, 2025, the Company announced a public 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 $2.3 million of share issuance costs pursuant to the public offering and recorded the share issuance costs as a reduction to additional paid-in capital.

On November 13, 2025, Dakota Gold entered into an Amended and Restated Equity Distribution Agreement (the “Amended and Restated EDM”) with BMO Capital Markets Corp., Canaccord Genuity LLC and H.C. Wainwright & Co., LLC (collectively, the “Sales Agents”). Under the terms of the Amended and Restated EDM, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through any of the Sales Agents. During the nine months ended September 30, 2026 and 2025, the Company utilized the ATM Program to raise net proceeds of approximately $3.5 million and $7.3 million, respectively, by issuing 586,749 and 2,548,713 shares of common stock, respectively.

On October 20, 2023, OMF Fund IV SPV C LLC, an entity managed by Orion Mine Finance (collectively, “Orion”), was granted a right to match the terms of future financings of the Company (the “Matching Right”). As of September 30, 2026, the Company has raised approximately $138.4 million in exempt gross proceeds, andno proceeds subject to the Matching Right. As of September 30, 2026, the Company has approximately $61.6 million in exemptions from the Matching Right remaining.

Stock-based Compensation

Stock-based compensation expense is included in exploration as well as general and administrative expenses, based upon the primary activities of the grantees. The Company recognized stock-based compensation expense as follows in the accompanying consolidated statement of operations:

During the nine months ended September 30, 2026, the Company granted the following stock-based compensation awards:

NOTE 7 - Stockholders’ Equity (continued)

As of September 30, 2026, unrecognized compensation expense and weighted-average vesting period for each of the Company’s stock-based compensation awards were as follows:

Warrants

As of September 30, 2026 and December 31, 2025, the Company hadnil and 5,582,545 warrants outstanding, respectively. During the nine months ended September 30, 2026 and 2025,5,239,821 and 1,423,153 warrants were exercised, respectively, and 342,724 andnil warrants expired unexercised, respectively.

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 table presents the weighted average dilutive shares outstanding during each period which include shares from warrants and stock options with average prices of common stock exceeding exercise prices as well as RSUs and PSUs. However, the shares from these securities 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.

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 intoone operating segment, which conducts exploration and evaluation of mineral properties and thus have identifiedone 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 earned 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 (“CEO”). Exploration and general and administrative expenses, which are reported on the consolidated statements of operations and comprehensive loss and reconcile 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.

The significant segment expenses regularly provided to the CODM are as follows:

NOTE 11 - Subsequent Event

In October 2026, the Company executed agreements to purchase three tracts of land (and related personal property) within the Richmond Hill Project area for total consideration of $10.4 million; $9.4 million payable in cash and $1.0 million payable in Company’s common shares. The closing of the purchase of the first tract of land occurred in October 2026 for cash consideration of $2.8 million. The closing of the remaining purchases may occur any time prior to July 2, 2029 at the election of the seller. For any purchase that has not closed by July 1, 2028, the Company may elect to close at any date prior to July 2, 2029. The land purchases will be recorded as additions to our mineral rights and properties upon closing of each transaction.