Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to ___________

Commission file number 000-41349

Dakota Gold Corp.

(Exact Name of Registrant as Specified in its charter)

Delaware	85-3475290
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
106 Glendale Drive, Suite A, Lead, SD 57754
(Address of principal executive offices, Zip Code)

(605) 717-2540

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	DC	NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08	DC.WS	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-Accelerated Filer	[X]	Smaller Reporting Company	[X]
		Emerging Growth Company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

As of November 13, 2024, there were 94,430,454 shares of common stock outstanding.

DAKOTA GOLD CORP.

SEPTEMBER 30, 2024

(UNAUDITED)

TABLE OF CONTENTS

	Part I
Item 1	Condensed Consolidated Interim Financial Statements (unaudited)	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4	Controls and Procedures	24
	Part II
Item 1	Legal Proceedings	25
Item 1A	Risk Factors	25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3	Defaults Upon Senior Securities	25
Item 4	Mine Safety Disclosure	25
Item 5	Other Information	26
Item 6	Exhibits	26
Signatures	26

DAKOTA GOLD CORP.
Condensed Consolidated Interim Balance Sheets

	Note		September 30, 2024 (Unaudited)			December 31, 2023
			$			$
ASSETS
Current assets
Cash and cash equivalents	1		14,695,090			25,548,373
Prepaid expenses and other current assets			776,377			676,020
Total current assets			15,471,467			26,224,393
Non-current assets
Mineral rights and properties	3		82,713,264			79,344,304
Property and equipment, net	4		2,121,105			2,261,979
Other assets			459,381			371,864
Total assets			100,765,217			108,202,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	5		7,026,322			4,351,145
Lease liabilities - current			93,903			135,097
Total current liabilities			7,120,225			4,486,242
Non-current liabilities
Royalty liability	1		265,890			-
Lease liabilities			46,553			94,515
Deferred tax liability	8		21,333			85,332
Total liabilities			7,454,001			4,666,089
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, par value $0.001; 300,000,000 authorized, 93,722,514 and 86,740,272 shares outstanding at September 30, 2024 and December 31, 2023, respectively	6		93,722			86,740
Additional paid-in capital			163,722,783			146,114,487
Accumulated deficit			(70,505,289	)		(42,664,776	)
Total stockholders' equity			93,311,216			103,536,451
Total liabilities and stockholders' equity			100,765,217			108,202,540

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

DAKOTA GOLD CORP.
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
(Unaudited)

			Three Months Ended September 30,			Nine Months Ended September 30,
	Note		2024			2023			2024			2023
			$			$			$			$
Operating expenses
Exploration expenses			7,802,543			6,944,976			20,776,895			21,381,844
General and administrative expenses			2,426,291			1,915,041			7,470,656			7,231,744
Loss from operations			(10,228,834	)		(8,860,017	)		(28,247,551	)		(28,613,588	)
Other income (expenses)
Foreign exchange gain (loss)			1,366			(8,402	)		(17,246	)		(28,089	)
Interest expense			(55,663	)		-			(138,772	)		-
Interest income			174,024			66,465			519,032			161,839
Total other income			119,727			58,063			363,014			133,750
Loss before income taxes			(10,109,107	)		(8,801,954	)		(27,884,537	)		(28,479,838	)
Income tax benefit, net	8		15,985			259,292			44,024			848,385
Net loss and comprehensive loss			(10,093,122	)		(8,542,662	)		(27,840,513	)		(27,631,453	)
Basic and diluted loss per share			(0.11	)		(0.11	)		(0.31	)		(0.36	)
Weighted average number of basic and diluted shares of common stock outstanding			93,599,139			78,076,879			89,645,558			75,971,667

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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

		Nine Months ended September 30,
		2024			2023
		$			$
Operating activities
Net loss		(27,840,513	)		(27,631,453	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		195,483			237,349
Stock-based compensation expense		2,859,650			3,450,101
Interest expense		138,772			-
Deferred income tax benefit		(63,999	)		(873,977	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		(100,357	)		57,811
Accounts payable and accrued liabilities		1,034,513			(444,952	)
Other assets		(103,100	)		(95,747	)
Net cash used in operating activities		(23,879,551	)		(25,300,868	)
Investing activities
Purchases of property and equipment		(143,765	)		(412,114	)
Purchases of mineral rights and properties		(430,197	)		(711,966	)
Net cash used in investing activities		(573,962	)		(1,124,080	)
Financing activities
Proceeds from sale of common stock on at-the market ("ATM") program, net of issuance costs		7,673,146			15,441,134
Proceeds from Orion Equity Investment, net of issuance costs		5,705,926			-
Proceeds from sale of royalty interest		182,758			-
Proceeds from exercise of stock options		38,400			72,000
Proceeds from exercise of warrants		-			18,757
Payments of income taxes on restricted stock units ("RSUs") and performance stock units ("PSUs")		-			(263,214	)
Net cash provided by financing activities		13,600,230			15,268,677
Net change in cash and cash equivalents		(10,853,283	)		(11,156,271	)
Cash and cash equivalents, beginning of period		25,548,373			23,911,722
Cash and cash equivalents, end of period		14,695,090			12,755,451
Non-cash investing and financing activities
Amortization of deferred ATM offering costs offset against additional paid-in capital		(155,414	)		(153,637	)
Common stock issued for purchase of mineral properties		1,351,747			-

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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

		Common Stock
								Additional Paid-in			Accumulated			Total Stockholders'
		Number of Shares			Amount $			Capital $			Deficit $			Equity $
Balance, December 31, 2023		86,740,272			86,740			146,114,487			(42,664,776	)		103,536,451
Amortization of ATM issuance costs		-			-			(39,657	)		-			(39,657	)
Common stock issued for purchase of mineral property		640,638			641			1,351,106			-			1,351,747
Common stock issued for RSUs and PSUs		323,032			323			(323	)		-			-
Stock-based compensation expense		-			-			807,523			-			807,523
Net loss		-			-			-			(8,594,581	)		(8,594,581	)
Balance, March 31, 2024		87,703,942			87,704			148,233,136			(51,259,357	)		97,061,483
Common stock issued for ATM program, net of issuance costs		3,024,751			3,025			6,829,263			-			6,832,288
Amortization of ATM issuance costs		-			-			(75,917	)		-			(75,917	)
Common stock issued for RSUs		122,271			122			(122	)		-			-
Common stock issued for exercise of options		20,000			20			38,380			-			38,400
Stock-based compensation expense		-			-			973,572			-			973,572
Net loss		-			-			-			(9,152,810	)		(9,152,810	)
Balance, June 30, 2024		90,870,964			90,871			155,998,312			(60,412,167	)		95,677,016
Common stock issued for ATM program, net of issuance costs		408,306			408			982,273			-			982,681
Amortization of ATM issuance costs		-			-			(39,840	)		-			(39,840	)
Common stock issued for Orion Equity Investment, net of issuance costs		2,344,836			2,345			5,703,581			-			5,705,926
Common stock issued for RSUs		41,667			41			(41	)		-			-
Stock-based compensation expense		-			-			946,916			-			946,916
Common stock issued for compensation		56,741			57			131,582						131,639
Net loss		-			-			-			(10,093,122	)		(10,093,122	)
Balance, September 30, 2024		93,722,514			93,722			163,722,783			(70,505,289	)		93,311,216

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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

		Common Stock
		Number of Shares			Amount $			Additional Paid-in Capital $			Accumulated Deficit $			Total Stockholders' Equity $
Balance, December 31, 2022		73,341,001			73,341			107,317,974			(6,215,577	)		101,175,738
Common stock issued for ATM program, net of issuance costs		1,886,800			1,887			4,900,633			-			4,902,520
Amortization of ATM issuance costs		-			-			(39,646	)		-			(39,646	)
Common stock issued for PSUs		18,609			19			(19	)		-			-
Common stock issued for exercise of options		37,500			37			11,963			-			12,000
Common stock issued for exercise of warrants		9,018			9			18,748			-			18,757
Stock-based compensation expense		-			-			1,292,734			-			1,292,734
Payments of income taxes on PSUs		-			-			(38,000	)		-			(38,000	)
Net loss		-			-			-			(9,266,031	)		(9,266,031	)
Balance, March 31, 2023		75,292,928			75,293			113,464,387			(15,481,608	)		98,058,072
Common stock issued for ATM program, net of issuance costs		1,397,264			1,397			4,541,967			-			4,543,364
Amortization of ATM issuance costs		-			-			(59,259	)		-			(59,259	)
Common stock issued for RSUs		165,663			166			(166	)		-			-
Stock-based compensation expense		-			-			1,256,498			-			1,256,498
Payments of income taxes on RSUs		-			-			(225,214	)		-			(225,214	)
Net loss		-			-			-			(9,822,760	)		(9,822,760	)
Balance, June 30, 2023		76,855,855			76,856			118,978,213			(25,304,368	)		93,750,701
Common stock issued for ATM program, net of issuance costs		2,186,500			2,187			6,061,952			-			6,064,139
Amortization of ATM issuance costs		-			-			(54,732	)		-			(54,732	)
Common stock issued for exercise of options		31,250			31			59,969			-			60,000
Stock-based compensation expense		-			-			900,869			-			900,869
Net loss		-			-			-			(8,542,662	)		(8,542,662	)
Balance, September 30, 2023		79,073,605			79,074			125,946,271			(33,847,030	)		92,178,315

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

NOTE 9 - Subsequent Events

On October 30, 2024, the Company announced the appointment of Dr. Robert Quartermain as President and Chief Executive Officer ("CEO"), effective immediately. Dr. Quartermain has served as Co-Chairman of the Company's Board of Directors since its formation in March 2022. Dr. Quartermain succeeds Jonathan Awde, who resigned as President, Chief Executive Officer and a director, effective October 30, 2024.

As a result of Mr. Awde's resignation and Dr. Quartermain's appointment as CEO, the Company reduced the size of its Board of Directors to six and appointed Alice Schroeder to replace Dr. Quartermain on its Compensation Committee.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the Company's financial condition and results of operations together with the Company's financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements related to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects," "anticipates," "plans," "estimates" or "intends," the negatives thereof, variations thereon and similar expressions, or stating that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this quarterly report relate to, among other things:

• the timing and scope of our planned drilling and other exploration activities;
• our businesses and prospects and our overall strategy;
• the progress, potential and uncertainties of the Company's exploration program;
• 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;
• estimates and future assumptions set forth in the mineral resource estimate for the Richmond Hill property;
• plans to advance an S-K 1300-compliant mineral resource estimate on the Maitland Project; 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 that 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:

• the potential lack of proven and probable mineral reserves as defined under S-K 1300;
• the potential failure to successfully execute management's strategy and manage our growth;
• the Company's history of losses and potential need for additional funding;
• our limited operating history;
• 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;
• mineralization estimates and the effect of changes in such estimates on the economic viability of our properties;
• 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" included in our Annual Report on Form 10-K for the year ended December 31, 2023.

This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company qualifies all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.

This management's discussion and analysis ("MD&A") 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 its business, including without limitation, the disclosures made under "Risk Factors" of its most recent Form 10-K.

The Company's unaudited financial statements are stated in United States dollars and are prepared in accordance with U.S. GAAP.

As the Company is an exploration stage company as defined under S-K 1300 and has not generated revenues to date, its business is subject to numerous contingencies and risk factors beyond its control, including exploration and development risks, competition from well-funded competitors, and its ability to manage growth.

Overview

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. Management and the technical teams cumulatively have several hundred years of international mining and exploration experience and key personnel have more than 50 combined years in the Homestake District, mostly with the Homestake Mining Company, as well as other exploration companies that have operated in the region. The Company believes that this experience uniquely positions the Company and will allow it to leverage its direct experience and knowledge of past exploration and mining activities in the Homestake District. Combined with the use of modern exploration and mining techniques, and new geologic understanding from experience in other mines, new research and information extracted from its new geophysical surveys, the Company hopes to focus its programs and build upon where the historic Homestake Mining Company left off in the 1990s.

The Homestake District has historically yielded approximately 44.8 million ounces of gold production as of September 30, 2024 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. Modern statistical studies of ore deposit trends and understanding of the distribution of large gold camps around the world indicates that large gold deposits generally form in distinct camps and normally occur in clusters that show predictable distributions (Zipf's Law Applied to Ore Deposits). The Company believes this might be true for the Homestake District. 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.

The Company has consistently pursued a strategy of expanding its portfolio of brownfield properties located exclusively within the Homestake District to build a strong land position with the goal of consolidating possible mineral potential. Property acquisitions are focused and based on past exploration, the access to proprietary data sets the Company has assembled over the years, new research and remote data acquisition (Magnetics, Gravity and Radiometric) that was recently conducted over the Homestake District that hosts the Homestake Gold Deposit.

Other than our mineral resource estimate with an effective date of October 5, 2023 contained in our inaugural technical report summary for the Richmond Hill property, 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, low-cost jurisdiction with well-developed infrastructure and is in a favorable regulatory environment in which authorities have consistently demonstrated a willingness to work with responsible operators to permit well-planned compliant projects.

Drill Programs and Results

Permitting and site preparations were initiated for the first drilling program on the iron-formation target and other Tertiary-age replacement targets in the Maitland area and drilling commenced in early 2022. The Company has since expanded its drilling operations to the Richmond Hill Project and has had up to four drill rigs operating on Dakota Gold properties. Dakota Gold has completed permit applications and environmental field work for exploration on several target areas and currently has twelve active permits in place and with one further permit expecting approval in fourth quarter 2024. Of these thirteen permits, five are on the Maitland Project, six are on the Richmond Hill Project, one is on the City Creek Project and one is on the Cambrian Unconformity Project. Permitting targets for some of the other Dakota Gold Properties may be advanced for drilling as exploration activity continues throughout the year.

In total, Dakota Gold has completed 188 drill holes for 360,829 feet (109,947 meters) since drilling started in 2022. The Company completed 24 holes for 78,339 feet (23,878 meters) of core drilling on three projects in 2022. The areas drilled were the Maitland Project (44,710 feet; 13,628 meters), the Richmond Hill Project (27,503 feet; 8,383 meters), and the Cambrian Unconformity Project (6,126 feet; 1,867 meters). The Company then completed 89 holes for 174,659 feet (53,236 meters) of core on two projects in 2023; the areas drilled were the Maitland Gold Project (78,589 feet; 23,954 meters) and the Richmond Hill Project (96,070 feet; 29,282 meters). The Company has also completed 73 holes for 108,130 feet (32,948 meters) of core on two projects during the first 3 quarters of 2024; the areas drilled were the Maitland Gold Project (84,185 feet; 25,652 meters) and the Richmond Hill Project (23,945 feet; 7,296 meters).

On February 8, 2023, the Company announced the discovery of the Unionville Zone in MA22C-009, which intercepted mineralized, Precambrian hosted, Tertiary-age, epithermal gold mineralization in a structurally controlled breccia. On May 4, 2023, the Company announced the discovery of the JB Zone in MA23C-017, which intercepted significant high-grade, Homestake-type, Precambrian mineralization over potentially mineable widths that has since been followed up with multiple gold intercepts in multiple limbs of Homestake iron formation, the geometry of which is analogous to the West-Ledge system at the Homestake Mine. The Company continues to intersect both Homestake-type and Unionville Zone-type mineralization and released drilling and assay results in press releases on May 23, 2024, June 20, 2024, July 9, 2024, and August 22, 2024.

On April 13, 2023, the Company announced the commencement of an infill and step-out drilling program at the Richmond Hill property to convert and expand known gold mineralization identified by more than 900 historical drill holes, and expanded by new Dakota Gold drilling, into the maiden technical report summary for the Richmond Hill property. On September 27, 2023, the Company announced commencement of an infill drilling program at the Unionville Zone on the Maitland Project for the purpose of advancing to a S-K 1300 compliant mineral resource estimate in the future.

Richmond Hill Technical Resource Estimate

On April 30, 2024, the Company announced the completion of the inaugural S-K 1300 compliant technical report summary for the Richmond Hill property, which was filed as an exhibit to the Company's Current Report on Form 8-K on April 30, 2024. This report does not include the infill drilling program at the Unionville Zone on the Maitland Project.

Planned Activities

The Company's planned activities in fiscal 2024 will be focused on advancing exploration and resources development drilling on its Maitland and Richmond Hill projects. Additional field work, specifically data compilation, sampling and mapping are planned for Dakota Gold's West Corridor, Blind Gold and Poorman Anticline properties during the balance of 2024.

Specifically at Richmond Hill, gold mineralization remains open in all directions and at depth. Additional drilling will be conducted within the resource area, defined in the inaugural resource estimation, where significant mineral potential exists but where drilling was of insufficient density to be included in the initial mineral resource estimate. The additional drilling and the inclusion of silver will be incorporated into future resource estimates.

In addition, future exploration will be conducted on targets outside the Richmond Hill resource area where untested targets exist or where potential mineralized structures and breccias project under Paleozoic and Tertiary cover rocks.

Also at Richmond Hill, work will continue on understanding the rare earth mineralization announced on January 31, 2024 through additional assay and metallurgical investigation and a preliminary geologic model.

At Maitland, infill and step out drilling will continue in the JB and Unionville discovery areas for both Precambrian and Tertiary-age gold mineralization with the goal of completing initial mineral resource estimations for these systems in the future.

The Company continues to utilize its proprietary geophysical data sets to evaluate both regional and project specific targets. The Company continues to locate and compile historic data sets useful to the Company's regional exploration programs and has initiated field programs on several of its properties outside of Maitland and Richmond Hill areas in hopes of defining additional drill targets for future exploration programs.

Additional land acquisition will be pursued on an opportunistic basis to enhance the Company's ongoing exploration efforts.

The Company's projects are all in the exploration stage and do not generate revenues. Other than the mineral resource estimate contained in the technical report summary for the Richmond Hill property, the Company has not established that any of its properties or projects contain mineral resources or mineral reserves, as defined under S-K 1300. Expenditure projections are subject to numerous contingencies and risk factors beyond the Company's control, including exploration and development risks, competition from well-funded competitors, and the Company's ability to manage growth and assessments of ongoing exploration activities and results. The Company cannot offer assurance that its budgeted expenses will fall within its projections.

Liquidity and Capital Resources

The Company is in the exploration stage and currently does not generate revenue. As such, the Company finances its operations and the acquisition and exploration of its mineral properties through the issuance of common stock, and the Company could be materially adversely affected if it is unable to raise capital because of market or other factors.

As of September 30, 2024, the Company had working capital of approximately $8.35 million and an accumulated deficit of approximately $70.51 million. The Company had a net loss for the nine months ended September 30, 2024, of approximately $27.84 million.

On June 26, 2024, the Company entered into a binding agreement with certain entities managed by Orion Mine Finance ("Orion"), for an investment of approximately $5.86 million in the Company. On July 2, 2024, Orion purchased 2,344,836 shares of common stock of the Company at a price of $2.50 per share for aggregate net proceeds of approximately $5.71 million in a registered direct offering (the "Orion Equity Investment"). Concurrent with the consummation of the Orion Equity Investment, the Company sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of approximately $0.18 million.

During the twelve months ending December 31, 2024, the Company anticipates cash expenditures of approximately $34 million, including approximately $24.45 million that has already been incurred through September 30, 2024.

Based on the Company's cash balance at September 30, 2024 of approximately $14.70 million and the anticipated ability to utilize the ATM program during the year, the Company believes that it will have sufficient funds to fund its activities for the next twelve months. The actual timing of expected expenditures and fundraising is dependent upon several factors, including the management of variable exploration expenditures.

Should it be unable to raise sufficient capital, the Company plans to scale down the exploration program to maintain sufficient funds through September 30, 2025.

Results of Operations

Comparison of Quarters Ended September 30, 2024 and 2023

The Company had losses from operations for the quarters ended September 30, 2024 and 2023 totaling approximately $10.23 million and $8.86 million, respectively, losses before income tax of approximately $10.11 million and $8.80 million respectively, leading to net losses of approximately $10.09 million and $8.54 million, respectively.

Exploration Expenses

During the quarters ended September 30, 2024 and 2023, exploration expenses totaled approximately $7.80 million and $6.94 million, respectively. The Company's main driver for exploration expenditure relates to the number of drills operating at our projects. While the Company alternated between three and four drills operating during both periods, the Company averaged more drills on site in the third quarter of 2024 than in the same quarter of 2023. In addition, the Company used a specialist directional drilling company in 2024 which further increased costs. Included in exploration costs were non-cash exploration-related stock-based compensation expenses of approximately $0.16 million for each of the quarters ended September 30, 2024 and 2023, respectively.

General and Administrative Expenses

Our general and administrative expenses for the quarters ended September 30, 2024 and 2023, were approximately $2.43 million and $1.92 million, respectively. These expenditures were primarily for legal, accounting, professional fees, investor relations, and other general and administrative expenses necessary for our operations. The increase was primarily due to increased support costs included in general and administrative costs of approximately $1.06 million for the quarter ended September 30, 2024 (compared to $0.84 million for the quarter ended September 30, 2023), investor relations expenses of approximately $0.13 million for the quarter ended September 30, 2024 (compared to approximately $0.03 million for the quarter ended September 30, 2023) as the Company increased investor related activities to support the capital raising through the ATM and the Orion financing, professional fees of approximately $0.22 million for the quarter ended September 30, 2024 (compared to $0.18 million for the quarter ended September 30, 2023), stock-based compensation allocated to administration expenses of $0.92 million for the quarter ended September 30, 2024 (compared to approximately $0.74 million for the quarter ended September 30, 2023) and consulting fees of $0.04 million for the quarter ended September 30, 2024 (compared to approximately $0.01 million for the quarter ended September 30, 2023).

Other Income and Expense

The Company earned interest income from bank accounts of approximately $0.17 million and $0.07 million and incurred interest expense of approximately $0.06 million and $nil related to the VMC purchase and the sale of the royalty for the three months ended September 30, 2024 and 2023, respectively.

Comparison of Nine Months Ended September 30, 2024 and 2023

The Company had losses from operations for the nine months ended September 30, 2024 and 2023 totaling approximately $28.25 million and $28.61 million, respectively, losses before income tax of approximately $27.88 million and $28.48 million respectively, leading to net losses of approximately $27.84 million and $27.63 million, respectively.

Exploration Expenses

During the nine months ended September 30, 2024 and 2023, exploration expenses totaled approximately $20.78 million and $21.38 million, respectively. The Company's main driver for exploration expenditure relates to the number of drills operating at our projects. While the Company alternated between three and four drills in operation during both periods, the Company averaged fewer drills in 2024 and the Company has improved cost efficiency which has reduced the overall costs. The Company also took a longer break from drilling during January 2024 in comparison to 2023, which reduced drilling and related costs including assays and core cutting. Partially offsetting the reduction in drilling costs were higher study costs relating to the completion of the technical report summary for the Richmond Hill property and higher costs as a result of having a specialist company supporting the directional drilling. Included in exploration costs were non-cash exploration-related stock-based compensation expenses of approximately $0.47 million and $0.57 million for the nine months ended September 30, 2024 and 2023, respectively.

General and Administrative Expenses

Our general and administrative expenses for the nine months ended September 30, 2024 and 2023, were approximately $7.47 million and $7.23 million, respectively. These expenditures were primarily for legal, accounting, professional fees, investor relations, and other general and administrative expenses necessary for our operations. The increase was primarily due to investor relations expenses of approximately $0.67 million for the nine months ended September 30, 2024 (compared to approximately $0.11 million for the nine months ended September 30, 2023) as the Company increased investor related activities to support the capital raising through the ATM and Orion financing, professional fees of approximately $0.59 million (compared to approximately $0.43 million for the nine months ended September 30, 2023) and consulting fees of approximately $0.08 million (compared to $0.06 million for the nine months ended September 30, 2023), partially offset by decreased stock-based compensation allocated to administration expenses of $2.39 million for the nine months ended September 30, 2024 (compared to approximately $2.88 million for the nine months ended September 30, 2023) and support costs included in general and administrative costs of approximately $3.54 million for the nine months ended September 30, 2024 (compared to $3.52 million for the nine months ended September 30, 2023).

Other Income and Expense

The Company earned interest income from bank accounts of approximately $0.52 million and $0.16 million and incurred interest expense of approximately $0.14 million and $nil mainly related to the VMC purchase and the sale of the royalty for the nine months ended September 30, 2024 and 2023, respectively.

Cash Flows Used in Operating Activities

During the nine months ended September 30, 2024 and 2023, the Company's cash flows used in operating activities were approximately $23.88 million and $25.30 million, respectively. Cash used in operations decreased period over period mainly as a result of the decrease in drilling expenditures between the two periods.

Cash Flows Used in Investing Activities

During the nine months ended September 30, 2024 and 2023, cash flow used in investing activities were approximately $0.57 million and $1.12 million, respectively. In the nine months ended September 30, 2024, cash used in investing activities consisted of approximately $0.14 million for purchases of property and equipment and $0.43 million for purchase of mineral properties. In the nine months ended September 30, 2023, the cash used in investing activities consisted of approximately $0.71 million for purchases of mineral properties and $0.41 million for purchases of property and equipment. The decrease in property acquisition costs was due to the timing of acquisitions and the use of shares instead of cash for the purchase of the VMC property during the period and the higher acquisition of property and equipment in the nine months ended September 30, 2023 related to the completion of the Company's new core storage facility.

Cash Flows from Financing Activities

During the nine months ended September 30, 2024, cash from financing activities totaled approximately $13.60 million, as the Company issued 3,433,057 shares of common stock under the ATM program for net proceeds of approximately $7.67 million, 2,344,836 shares of common stock for net proceeds of approximately $5.71 million pursuant to the Orion Equity Investment and 20,000 shares of common stock for the exercise of stock options for proceeds of approximately $0.04 million and sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of approximately $0.18 million. During the nine months ended September 30, 2023, cash from financing activities totaled approximately $15.27 million, as the Company issued 5,470,564 shares of common stock under the ATM program for net proceeds of approximately $15.44 million, issued 68,750 shares of common stock for the exercise of stock options for proceeds of approximately $0.07 million, issued 9,018 shares of common stock for the exercise of share purchase warrants for proceeds of approximately $0.02 million and paid income taxes related to RSU and PSU share issuances totaling approximately $0.26 million on behalf of its employees.

Critical Accounting Estimates

This MD&A of financial condition and results of operations is based on the Company's consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that the Company's consolidated financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the Company's assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on the Company's consolidated financial statements; valuation of options granted to directors and officers using Black-Scholes and Monte Carlo models. The Company's accounting policies are described in greater detail in Note 2 to the Company's audited annual consolidated financial statements for the year ended December 31, 2023. There have been no material changes to the Company's critical accounting policies and estimates as compared to the Company's critical accounting policies and estimates described in the Form 10-K for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of the Company's management, including its chief executive officer ("CEO") and chief financial officer ("CFO"), of the effectiveness of the design and operations of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were effective as of September 30, 2024.

Changes to Internal Controls and Procedures over Financial Reporting

Management, with the participation of the CEO and CFO, concluded that there were no changes in our internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the three months ended September 30, 2024, the Company's exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

Item 5. Other Information

None.

Item 6. Exhibits.

The following exhibits are attached hereto or are incorporated by reference:

Exhibit Number	Description
3.1	Certificate of Conversion of Dakota Gold Corp., as filed with the Secretary of State of Delaware on May 14, 2024 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on May 17, 2024).
3.3	Bylaws of Dakota Gold Corp. (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on May 17, 2024).
31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. **
32.2	Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. **
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DAKOTA GOLD CORP.

/s/ Robert Quartermain

By: Robert Quartermain

Chief Executive Officer (Principal Executive Officer)

Dated: November 13, 2024

/s/ Shawn Campbell

By: Shawn Campbell

Chief Financial Officer (Principal Financial Officer)

Dated: November 13, 2024