Dakota Gold Corp.: Form 10-Q for the period ended Jun 30, 2026

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.

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:

• our businesses and prospects and our overall strategy;
• the progress, potential and uncertainties of the Company’s exploration program;
• our planned exploration activities across our portfolio of exploration targets;
• 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; 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:

• lack of defined mineral reserve estimates prepared in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”);
• the failure to successfully execute management’s strategy and manage our growth;
• our limited operating history and history of losses, including the potential for future losses;
• 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;
• 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;
• economic uncertainty and market volatility due to potential new tariffs on imported and exported goods;
• 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.

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 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.

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, our business is subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our 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. 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.

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.

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.

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.

Drill Programs and Results

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.

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

• The Company completed 25 holes for 70,181 feet (21,391 meters) of core drilling on three projects in 2022. The areas drilled in 2022 were the Maitland Project (39,231 feet; 11,958 meters), the Richmond Hill Project (24,865 feet; 7,579 meters), and other properties (6,084 feet; 1,854 meters).
• The Company then completed 89 holes for 180,727 feet (55,086 meters) of core on two projects in 2023; the areas drilled were the Maitland Project (88,626 feet; 27,013 meters) and the Richmond Hill Project (92,101 feet; 24,184 meters).
• The Company completed 117 holes for 146,691 feet (44,711 meters) of core on two projects during 2024; the areas drilled were the Maitland Project (102,755 feet; 31,320 meters) and the Richmond Hill Project (43,936 feet; 13,392 meters).
• In 2025, the Company completed an additional 211 core holes and an additional 31 reverse circulation rotary holes at the Richmond Hill Project for a total of 87,681 feet (26,725 meters) and 7,725 feet (2,355 meters), respectively.
• As of June 30, 2026, the Company has completed an additional 114 core holes at the Richmond Hill Project for a total of 53,796 feet (16,397 meters).

Significant Developments

On February 9, 2026, the Company announced the successful closing of a public offering, whereby we raised net proceeds of approximately $71.7 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 the Option at a price of $6.08 per share.

On February 27, 2026, Brian Iverson was appointed to the Board of Directors.

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.

Planned Activities

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.

Planned activities in 2026 for our Richmond Hill Project include an extensive drilling campaign totaling approximately 15,500 meters across infill, step-out, condemnation, and geotechnical drilling. Infill drilling within the 10-year mine plan is intended to convert inferred resources to measured and indicated classifications, while step-out drilling to the north and northeast targets potential resource expansion. Additional drilling is planned to support infrastructure siting, overburden stockpile areas, and pit slope stability analyses. These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.

Metallurgical test work represents another critical planned activity in 2026. The Company is conducting a staged metallurgical program, including ore characterization, column leach testing, comminution studies, and recovery optimization, with final results expected in the fourth quarter of 2026. This work will inform heap leach pad design, crushing and stacking configurations, agglomeration requirements, and Merrill-Crowe plant sizing. The results will be incorporated into feasibility trade-off studies evaluating mining and stacking rates, heap leach pad layout, and material handling alternatives to optimize project economics and operational flexibility.

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.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

Revenue

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.

Exploration Expenses

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.

General and Administrative Expenses

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.

Other Income

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.

Net Loss

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.

Comparison of the six months ended June 30, 2026 and 2025

Revenue

We had no operating revenues during the six months ended June 30, 2026 and 2025. We had total comprehensive loss (net losses and comprehensive losses) of approximately $16.8 million and $10.2 million for the six months ended June 30, 2026 and 2025, respectively.

Exploration Expenses

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.

General and Administrative Expenses

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.

Other Income

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.

Net Loss

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.

Cash Flows Used in Operating Activities

Cash used in operations for the six months ended June 30, 2026 was approximately $15.5 million compared to approximately $8.6 million in the prior year comparable period. The Company was not drilling in the first quarter of 2025, the primary driver of higher operating expenses, as the Company was focused on the Richmond Hill Initial Assessment.

Cash Flows Used in Investing Activities

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.

Cash Flows from Financing Activities

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.

In the six months ended June 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 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.

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.

Critical Accounting Estimates

Management’s discussion and analysis 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. 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, 2025 included in the Annual Report.

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 our CEO and chief financial officer (“CFO”), of the effectiveness of the design and operations of our 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 June 30, 2026.

Changes to Internal Controls and Procedures over Financial Reporting

Management, with the participation of our CEO and CFO, has concluded that there were no changes in our internal control over financial reporting during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.