PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated interim financial statements and management's discussion and analysis Item 1. Condensed Consolidated Interim Financial Statements (unaudited) This section presents Dakota Gold Corp.'s unaudited interim financial statements and related notes for the periods ended June 30, 2025 and 2024 Condensed Consolidated Interim Balance Sheets This statement provides a snapshot of the company's financial position, including assets, liabilities, and equity, as of June 30, 2025 | ASSETS (June 30, 2025) | Amount ($) | | :----------------------- | :--------- | | Cash and cash equivalents | 41,971,015 | | Total current assets | 42,564,065 | | Mineral rights and properties | 82,733,264 | | Total assets | 127,825,912 | | LIABILITIES AND STOCKHOLDERS' EQUITY (June 30, 2025) | Amount ($) | | :------------------------------------------------- | :--------- | | Total current liabilities | 2,882,451 | | Total liabilities | 3,275,953 | | Total stockholders' equity | 124,549,959 | | Total liabilities and stockholders' equity | 127,825,912 | - Total assets increased from $95,353,530 as of December 31, 2024, to $127,825,912 as of June 30, 2025, primarily driven by a significant increase in cash and cash equivalents9 - Cash and cash equivalents increased from $9,408,270 at December 31, 2024, to $41,971,015 at June 30, 20259 Condensed Consolidated Interim Statements of Operations and Comprehensive Loss This statement details the company's financial performance, including revenues, expenses, and net loss, for the interim periods | Metric (Three Months Ended June 30) | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :---------------------------------- | :------- | :------- | :--------- | :--------- | | Exploration expenses | 5,018,606 | 6,428,694 | (1,410,088) | -21.9% | | General and administrative expenses | 1,855,220 | 2,796,466 | (941,246) | -33.7% | | Loss from operations | (6,873,826) | (9,225,160) | 2,351,334 | -25.5% | | Net loss and comprehensive loss | (6,466,008) | (9,152,810) | 2,686,802 | -29.3% | | Basic and diluted loss per share | (0.06) | (0.10) | 0.04 | -40.0% | | Metric (Six Months Ended June 30) | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Exploration expenses | 6,931,835 | 12,974,352 | (6,042,517) | -46.6% | | General and administrative expenses | 3,756,088 | 5,044,365 | (1,288,277) | -25.5% | | Loss from operations | (10,687,923) | (18,018,717) | 7,330,794 | -40.7% | | Net loss and comprehensive loss | (10,211,551) | (17,747,391) | 7,535,840 | -42.5% | | Basic and diluted loss per share | (0.10) | (0.20) | 0.10 | -50.0% | - Interest income significantly increased for both the three and six months ended June 30, 2025, compared to 202410 Condensed Consolidated Interim Statements of Cash Flows This statement reports the cash generated and used by operating, investing, and financing activities for the interim periods | Cash Flow Activity (Six Months Ended June 30) | 2025 ($) | 2024 ($) | Change ($) | | :-------------------------------------------- | :------- | :------- | :--------- | | Net cash used in operating activities | (8,585,516) | (15,855,034) | 7,269,518 | | Net cash used in investing activities | (20,000) | (395,198) | 375,198 | | Net cash provided by financing activities | 41,168,261 | 6,778,188 | 34,390,073 | | Net change in cash and cash equivalents | 32,562,745 | (9,472,044) | 42,034,789 | | Cash and cash equivalents, end of period | 41,971,015 | 16,076,329 | 25,894,686 | - Net cash provided by financing activities increased significantly in 2025 due to proceeds from a common stock offering and ATM program13 Condensed Consolidated Interim Statements of Changes In Equity This statement outlines changes in stockholders' equity components, including common stock and accumulated deficit, for the interim periods | Equity Component (June 30, 2025) | Amount ($) | | :------------------------------- | :--------- | | Common stock | 112,258 | | Additional paid-in capital | 211,198,564 | | Accumulated deficit | (86,760,863) | | Total stockholders' equity | 124,549,959 | - Total stockholders' equity increased from $92,151,950 at December 31, 2024, to $124,549,959 at June 30, 2025, primarily due to proceeds from common stock offerings16 - The company issued 12,400,000 shares of common stock through a public offering, raising $32,684,881 net of issuance costs16 Notes to the Condensed Consolidated Interim Financial Statements These notes provide additional information and explanations for the figures presented in the condensed consolidated interim financial statements NOTE 1 - Organization and Nature of Business This note describes Dakota Gold Corp.'s primary business activities, operational segment, and going concern assessment - Dakota Gold Corp. focuses on the acquisition, exploration, and development of mineral properties in the U.S., operating in a single segment: mineral exploration18 - The company's mineral properties are at the exploration stage and have not generated revenues, with the Richmond Hill Project being the only one with a mineral resource estimate19 - Management believes the cash balance of $42.0 million and working capital of $39.7 million as of June 30, 2025, along with the ability to scale down exploration, alleviate going concern doubts for the next twelve months21 NOTE 2 - Summary of Accounting Policies This note outlines the significant accounting principles and policies used in preparing the interim financial statements - The financial statements are prepared in accordance with U.S. GAAP and SEC rules for interim statements, with certain disclosures condensed or omitted2224 - The company adopted ASU 2023-09, 'Income Taxes (Topic 740): Improvements to Income Tax Disclosures,' as of January 1, 2025, which will impact annual disclosures26 - The financial statements include 100%-owned subsidiaries: DTRC, LLC, JR Resources (Canada) Services Corp., Dakota Gold Holdings LLC, and Dakota Gold (Canada) Services Corp25 NOTE 3 - Mineral Rights and Properties This note details the company's ownership and option agreements for its various mineral properties - Dakota Gold holds 100% ownership in several properties (Blind Gold, City Creek, Cambrian Unconformity, Tinton, West Corridor, Ragged Top, Poorman Anticline, Maitland, South Lead / Whistler Gulch) and options to acquire 100% of Barrick's interest in the Richmond Hill Property and surface rights in the Homestake District29 - Barrick Gold extended the option period for both Richmond Hill and Homestake agreements until December 31, 2028, in exchange for additional annual cash payments31 - The carrying value of mineral properties was approximately $82.7 million as of June 30, 2025, and December 31, 2024, with no amortization commenced as the company is in the exploration stage32 NOTE 4 - Property and Equipment This note provides a breakdown of the company's property and equipment, net of accumulated depreciation | Property and Equipment (June 30, 2025) | Amount ($) | | :------------------------------------- | :--------- | | Land | 418,884 | | Building | 1,423,810 | | Furniture and equipment | 961,875 | | Right-of-use ("ROU") assets | 274,564 | | Less: accumulated depreciation | (978,744) | | Property and equipment, net | 2,100,389 | - Net property and equipment decreased from $2,247,722 at December 31, 2024, to $2,100,389 at June 30, 202533 - The company recognized rent expense of $0.04 million and $0.09 million for the three and six months ended June 30, 2025, respectively, for operating leases34 NOTE 5 - Accounts Payable and Accrued Liabilities This note details the composition and changes in the company's accounts payable and accrued liabilities | Accounts Payable and Accrued Liabilities (June 30, 2025) | Amount ($) | | :------------------------------------------------------- | :--------- | | Trade payables | 1,799,295 | | Accrued liabilities | 907,202 | | Other payables | 37,134 | | Total | 2,743,631 | - Total accounts payable and accrued liabilities increased slightly from $2,616,876 at December 31, 2024, to $2,743,631 at June 30, 202537 NOTE 6 - Income Taxes This note explains the company's income tax expense or benefit and the factors affecting its effective tax rate | Income Tax Expense (Benefit) (Three Months Ended June 30) | 2025 ($) | 2024 ($) | | :-------------------------------------------------------- | :------- | :------- | | Income tax benefit computed at federal statutory rates | (1,387,243) | (1,932,400) | | Change in valuation allowance | 1,361,984 | 1,891,670 | | Total income tax expense (benefit) | 6,458 | (11,654) | - The effective tax rates for the three and six months ended June 30, 2025, were 0.10% and 0.12%, respectively, which were less than the statutory rate due to the company not expecting to realize a benefit from a portion of incurred losses38 NOTE 7 - Stockholders' Equity This note provides details on changes in stockholders' equity, including stock offerings and stock-based compensation - Stockholders approved an increase in shares reserved for the 2022 Stock Incentive Plan from 6,250,000 to 10,750,000, with 4,671,614 shares remaining available as of June 30, 202539 - A public offering on March 25, 2025, raised approximately $35.1 million in gross proceeds by issuing 12,400,000 shares at $2.83 per share, resulting in net proceeds of approximately $32.7 million4076 Stock-based Compensation Expense (Six Months Ended June 30) | Stock-based Compensation Expense (Six Months Ended June 30) | 2025 ($) | 2024 ($) | | :---------------------------------------------------------- | :------- | :------- | | RSUs | 683,941 | 799,375 | | PSUs | 141,443 | 358,810 | | Stock options | 34,634 | 317,405 | | Total stock-based compensation expense | 1,364,633 | 1,781,095 | NOTE 8 - Net Loss per Share This note presents the basic and diluted net loss per common share and explains the treatment of potentially dilutive securities - Basic and diluted loss per common share for the three months ended June 30, 2025, was $(0.06) compared to $(0.10) in 202410 - Basic and diluted loss per common share for the six months ended June 30, 2025, was $(0.10) compared to $(0.20) in 202410 - Potentially dilutive securities (warrants, stock options, RSUs, PSUs) were excluded from diluted EPS calculation due to net losses, making their effect anti-dilutive4950 NOTE 9 - Commitments and Contingencies This note addresses potential legal actions, tax audits, and other contingent liabilities that may affect the company - The company may be party to various legal actions and tax audits in the ordinary course of business52 - Management does not anticipate that the ultimate resolution of any potential lawsuits, claims, or audits will have a material adverse effect on the company's consolidated financial position, results of operations, or liquidity52 NOTE 10 - Segment Information This note provides financial information about the company's single reportable segment: mineral exploration and evaluation - The company operates in one reportable segment: Exploration and Evaluation, focused on mineral properties in the same geographic location (Homestake District, U.S.)53 - The Chief Executive Officer (CODM) monitors exploration and general and administrative expenses to assess segment performance and allocate resources54 Significant Segment Expenses (Six Months Ended June 30) | Significant Segment Expenses (Six Months Ended June 30) | 2025 ($) | 2024 ($) | | :------------------------------------------------------ | :------- | :------- | | Exploration expenses | 6,931,835 | 12,974,352 | | General and administrative expenses | 3,756,088 | 5,044,365 | | Operating expenses | 10,687,923 | 18,018,717 | NOTE 11 - Subsequent event This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - The company's Amended and Restated Equity Distribution Agreement (ATM Program) expired subsequent to June 30, 2025, upon filing an updated S-3 registration statement on July 24, 2025, effective August 8, 202559 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, operational results, and future outlook for the interim periods Cautionary Note Regarding Forward-Looking Statements This note advises readers about the inherent uncertainties and risks associated with forward-looking statements in the report - The report contains forward-looking statements regarding the company's business, exploration programs, capital expenditures, liquidity, financing, project development, and future values616263 - These statements are subject to known and unknown risks and uncertainties, including lack of defined mineral reserves, execution of strategy, limited operating history, and ability to maintain liquidity63 - Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their date, and the company disclaims any obligation to update them64 Overview This section outlines Dakota Gold's strategic goals and its focus on gold exploration in the Homestake District of South Dakota - Dakota Gold's goal is to create stockholder value through the acquisition, exploration, and development of high-caliber gold properties in the Homestake District of South Dakota67 - The company leverages its management and technical teams' extensive experience in the Homestake District, combined with modern exploration techniques and new geological understanding67 - The Homestake District, historically yielding 45 million ounces of gold, is considered underexplored outside the main mine area, especially under younger rock cover69 Drill Programs and Results This section summarizes the company's drilling activities and progress across its key exploration projects - Dakota Gold has completed 315 holes for over 433,000 feet (132,000 meters) since drilling began in 2022 across Maitland, Richmond Hill, and Cambrian Unconformity projects73 - As of June 30, 2025, the company completed 84 core holes for 35,491 feet (10,817 meters) on an infill and metallurgical testing program at Richmond Hill73 - The company currently holds thirteen active permits for drilling, with one additional permit in process and another for Richmond Hill potentially budgeted later in 202572 Significant Developments This section highlights major corporate and project-specific milestones, including assessment updates and financing activities - Key developments include the Richmond Hill Initial Assessment (April 30, 2024, and updated February 6, 2025, and July 7, 2025)747679 - Barrick Gold extended the option period for Richmond Hill and Homestake agreements until December 31, 202875 - The company successfully closed a public offering on March 25, 2025, raising approximately $32.7 million net proceeds76 Richmond Hill Initial Assessment Key Parameters (July 7, 2025) | Parameter | M&I plan | MI&I plan | | :-------------------- | :--------- | :--------- | | Base Case Gold Price | $2,350/oz | $2,350/oz | | Mine Life (years) | 17 | 28 | | LOM Gold Payable (kozs) | 2,604 | 3,982 | | LOM AISC | $1,047 | $1,050 | | After-tax NPV5% | $1.6 B | $2.1 B | | After-tax IRR | 55% | 59% | Planned Activities This section outlines the company's future operational plans, focusing on advancing the Richmond Hill Project and other exploration efforts - The company is focused on advancing the Richmond Hill Project through feasibility and into production, targeting completion by 2029, with a feasibility study targeted for 202783 - Planned activities at Richmond Hill include resource infill and conversion drilling, infrastructure condemnation, geometallurgical characterization, and updating historical baseline information for permitting83 - At the Maitland project, additional geological modeling will be completed to assess drill density for S-K 1300-compliant resource estimation, with potential drilling later in the year84 Liquidity and Capital Resources This section discusses the company's financial position, including working capital, cash balances, and funding sources - As of June 30, 2025, the company had working capital of approximately $39.7 million and an accumulated deficit of approximately $86.8 million88 - Net proceeds of approximately $32.7 million were raised from a public offering on March 25, 202588 - With a cash balance of approximately $42.0 million at June 30, 2025, and the ability to scale down exploration, the company believes it has sufficient funds for the next twelve months, anticipating $25.0 million in cash expenditures for 20258990 Results of Operations This section analyzes the company's financial performance, comparing key operational expenses and net loss across periods Comparison of the Quarters ended June 30, 2025 and 2024 This section compares the company's financial results for the three-month periods ended June 30, 2025, and 2024 - Net loss for Q2 2025 was approximately $6.5 million, a decrease from $9.2 million in Q2 202491 - Exploration expenses decreased by approximately $1.4 million (21.9%) to $5.0 million in Q2 2025, primarily due to reduced drilling activity92 - General and administrative expenses decreased by approximately $0.9 million (33.7%) to $1.9 million in Q2 2025, mainly due to lower investor relations expenditures and non-cash stock-based compensation93 Comparison of the six months ended June 30, 2025 and 2024 This section compares the company's financial results for the six-month periods ended June 30, 2025, and 2024 - Net loss for the six months ended June 30, 2025, was approximately $10.2 million, a decrease from $17.7 million in the prior year95 - Exploration expenses decreased by approximately $6.0 million (46.6%) to $6.9 million, primarily due to reduced drilling activity96 - General and administrative expenses decreased by approximately $1.2 million (25.5%) to $3.8 million, mainly due to lower investor relations and non-cash stock-based compensation98 Critical Accounting Estimates This section discusses management's significant judgments and assumptions used in preparing the financial statements - Management's critical accounting estimates include the valuation of options granted to directors and officers using Black-Scholes and Monte Carlo models103 - There have been no material changes to the company's critical accounting policies and estimates compared to those described in the Annual Report103 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section confirms the absence of quantitative and qualitative disclosures about market risk for the reported period - Not applicable104 Item 4. Controls and Procedures This section assesses the effectiveness of disclosure controls and internal control over financial reporting Disclosure Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures as of the reporting date - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025105 Changes to Internal Controls and Procedures over Financial Reporting This section confirms whether any material changes occurred in internal control over financial reporting during the period - Management, with CEO and CFO participation, concluded there were no material changes to internal control over financial reporting during the six months ended June 30, 2025106 PART II. OTHER INFORMATION This part includes additional information not covered in the financial statements, such as legal proceedings and exhibits Item 1. Legal Proceedings This section confirms the absence of any legal proceedings to report for the current period - None107 Item 1A. Risk Factors This section indicates no material changes to the risk factors previously disclosed in the Annual Report - There have been no material changes from the risk factors as previously disclosed in the Annual Report108 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports no unregistered sales of equity securities or related use of proceeds - None109 Item 3. Defaults Upon Senior Securities This section confirms the absence of any defaults upon senior securities - Not applicable110 Item 4. Mine Safety Disclosure This section clarifies that the company's exploration properties were not subject to federal mine safety regulations - During the six months ended June 30, 2025, the Company's exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration111 Item 5. Other Information This section reports on Rule 10b5-1 trading arrangements by directors or Section 16 officers - No director or Section 16 officer adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025112 Item 6. Exhibits This section lists all exhibits attached to or incorporated by reference in the Quarterly Report on Form 10-Q - Exhibits include Certificate of Conversion, Bylaws, Form of Employment Agreement, CEO/CFO Certifications (302 and 906), and Inline XBRL documents113 SIGNATURES This section contains the signatures of authorized officers, certifying the accuracy and completeness of the report - The report was signed by Robert Quartermain, Chief Executive Officer, and Shawn Campbell, Chief Financial Officer, on August 13, 2025117
Dakota Gold (DC) - 2026 Q1 - Quarterly Report