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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

form10qx002.jpg

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.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 1 - Organization and Nature of Business

Organization

Dakota Gold Corp., ("we," "us", "our," "the Company," "Dakota Gold" or "DGC") was incorporated as JR Resources Corp. ("JR") on November 15, 2017 under the Business Corporations Act (British Columbia, Canada). The Company focuses its business efforts on the acquisition, exploration, and development of mineral properties in the United States of America ("U.S."). On May 22, 2020, the Company completed the domestication process and changed its registration from the Province of British Columbia, Canada to the State of Nevada. On March 31, 2022, the Company completed a merger with Dakota Territory Resource Corp., a Nevada corporation ("Dakota Territory" or "DTRC"), pursuant to which Dakota Territory stockholders, other than Dakota Gold, were entitled to receive one share of Dakota Gold common stock for each share of Dakota Territory common stock (the "DTRC Merger"). As a result of the DTRC Merger, Dakota Gold delivered 35,209,316 shares of the Company's common stock to former holders of Dakota Territory common stock. On May 14, 2024, following the receipt of approval by its shareholders, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. The Company currently operates in one segment, mineral exploration in the United States.

Liquidity

The Company's mineral properties are at the exploration stage and are without declared mineral reserves or mineral resources, except for the mineral resource estimate contained in the Company's inaugural technical report summary for the Richmond Hill property, which was prepared in accordance with Subpart 1300 of Regulation S-K, promulgated by the Securities and Exchange Commission ("S-K 1300"), and which was completed in April 2024. Therefore, our mineral properties have not generated revenues. The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines (see Risk Factors in the Company's 10-K for the year ended December 31, 2023). Major expenditures are required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits, and to construct mining and processing facilities. The amounts shown as mineral rights and properties represent acquisition and holding costs and do not necessarily represent present or future recoverable values. The recoverability of the amounts shown for mineral rights and properties is dependent upon the Company obtaining the necessary financing to complete the necessary exploration of the properties, the discovery of economically recoverable reserves, development of the properties and future profitable operations or through sale of the assets.

These Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2024 and 2023 ("financial statements") have been prepared on the assumption that the Company and its subsidiaries will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of September 30, 2024, the Company had not advanced its properties to commercial production and is not able to finance day-to-day activities through operations.

The Company's management believes its cash balance of approximately $14.70 million as of September 30, 2024, the Company's working capital of approximately $8.35 million, the anticipated ability to utilize the ATM program during the year and the ability to scale down the exploration program, if needed, alleviate doubt as to the Company's ability to continue as a going concern for 12 months beyond the date of these financial statements.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 1 - Organization and Nature of Business (continued)

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"). Separately, 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.

 

NOTE 2 - Summary of Accounting Policies

Basis of Presentation

These financial statements of the Company have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the U.S. Securities and Exchange Commission ("SEC") for interim statements, and should be read in conjunction with the Company's audited financial statements and the notes thereto for the year ended December 31, 2023, included in its Annual Report on Form 10-K, as filed with the SEC on March 28, 2024.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2023, as reported in the Company's Annual Report on Form 10-K, have been omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited financial statements of the Company and in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.

Basis of Consolidation

These financial statements for the three and nine months ended September 30, 2024 and 2023 include the accounts of the Company and the following 100%-owned subsidiaries: DTRC, LLC (incorporated in the U.S.), JR Resources (Canada) Services Corp. (incorporated in Canada), Dakota Gold Holdings LLC (incorporated in the U.S.) and Dakota Gold (Canada) Services Corp. (incorporated in Canada). All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation.

Reclassifications

Certain reclassifications have been made to conform the prior year's data to the current presentation. The reclassifications have no effect on the results of reported operations or stockholders' deficit or cash flows.

 

NOTE 3 - Mineral Rights and Properties

Dakota Gold has 100% ownership of the interests in the Blind Gold, City Creek, Cambrian Unconformity, Tinton, West Corridor, Ragged Top, Poorman Anticline, Maitland, and South Lead / Whistler Gulch Properties. In addition, the Company has 100% ownership in the Barrick Option and the Richmond Hill Properties upon exercise of their underlying option payments. All are located in the heart of the Homestake District. The individual claims, properties, options, and leases are aggregated into a single unit mining property, which we refer to as the "Black Hills Property."

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 3 - Mineral Rights and Properties (continued)

On January 12, 2024 (the "closing date"), the Company closed an agreement to purchase various databases, mining permits and real properties in Lawrence County, South Dakota from VMC, LLC ("VMC") for total consideration of $3.30 million, as well as a contingent payment of $2.10 million upon the first of either of the following "triggering events: (i) the first commercial gold production or (ii) on a change of control, if the Company still owns the real property. The Company's total consideration to VMC is approximately $3.30 million (the "balance payment") to be paid in two tranches:

1. On the closing date, one-half of the balance payment in shares of the Company's common stock based upon the volume-weighted average price ("VWAP") of the Company's shares for the 20-day period immediately prior to the closing date; and

2. On or before October 12, 2024 (the date that is nine months following the closing date) a payment of one-half of the balance payment in the Company's shares of common stock, cash or a combination of the Company's stock and cash, at the election of the Company. The value of any of the Company's stock will be based upon the VWAP of the stock for the 20-day period immediately prior to the date of issuance of the stock on or before nine months following the closing date.

The VWAP of the Company's shares of common stock for the 20-day period immediately prior to the initial closing date was $2.57 per share.

On the closing date, the Company issued a total of 640,638 shares of its common stock, valued at $2.11 per share, the closing price of the Company's stock on the day before the closing date and paid closing costs of approximately $0.22 million. The total capitalized value of consideration transferred for the first tranche was approximately $1.36 million.

The second payment due in October 2024 of approximately $1.65 million was capitalized at its present value of approximately $1.51 million on January 12, 2024, which reflects a discount rate of 11.66%. As of September 30, 2024, the carrying amount of the second payment due was approximately $1.64 million and is included as a deferred payment in accounts payable and accrued liabilities. During the three and nine months ended September 30, 2024, interest expense was approximately $0.05 million and $0.13 million, respectively. On October 11, 2024, the Company issued 707,940 shares of common stock as payment in full.

As of September 30, 2024 and December 31, 2023, the carrying value of the Company's mineral properties totaled approximately $82.71 million and $79.34 million, respectively. As of September 30, 2024, the Company is in the exploration stage and has not commenced amortization of its properties.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 4 - Property and Equipment

As of September 30, 2024 and December 31, 2023, the Company's property and equipment consists of the following:

 

Estimated

Useful Life

    

September 30,

2024

    

December 31,

2023

  
  Years     $     $  
Land       418,884     418,884  
Building 39     1,423,810     1,366,682  
Furniture and equipment 3 to 5     962,033     875,397  
Right-of-use ("ROU") assets 2 to 5     140,456     229,611  
        2,945,183     2,890,574  
Less: accumulated depreciation       (824,078 )   (628,595 )
Property and equipment, net       2,121,105     2,261,979  

Depreciation expense for the three and nine months ended September 30, 2024 was approximately $0.06 million and $0.20 million, respectively, which compared to $0.11 million and $0.24 million for the three and nine months ended September 30, 2023, respectively, and is included in general and administrative expenses. ROU assets are amortized on a straight-line basis for the remaining lives of their respective lease terms.

At September 30, 2024, the Company has three operating lease agreements for office and building space in Vancouver, British Columbia, Canada and Rapid City, South Dakota. The lease agreements do not contain extension options. For measurement of the original lease liability and ROU asset, the Company assumed a discount rate of 11.66% based on the Company's estimated incremental borrowing rate. During the three and nine months ended September 30, 2024, the Company recognized approximately $0.04 million and $0.12 million, respectively in rent expense which is included in general and administrative and exploration expenses on the interim statements of operations. The weighted average remaining lease term for operating leases as of September 30, 2024 was 1.8 years. At September 30, 2024, the remaining undiscounted lease payments under these lease agreements totaled approximately $0.17 million.

 

NOTE 5 - Accounts Payable and Accrued Liabilities

As of September 30, 2024 and December 31, 2023, the Company's accounts payable and accrued liabilities consist of the following:

   

September 30,

2024

    

December 31,

2023

  
    $     $  
Trade payables   3,846,201     2,705,316  
Accrued bonuses   951,128     1,326,986  
Deferred payment   1,642,657     -  
Other   586,336     318,843  
    7,026,322     4,351,145  

The deferred payment for the second of two balance payments on the VMC purchase (Note 3) with a carrying value of $1,642,657 as of September 30, 2024 was extinguished on October 11, 2024 by the issuance of 707,940 shares of the Company's common stock.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 6 - Stockholders' Equity

Common Stock

The holders of common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of common stock have the sole right to vote. The common stock does not have any cumulative voting, pre-emptive, subscription or conversion rights. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our certificate of incorporation or as otherwise provided in the Delaware General Corporation Law) requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is represented. The Company's certificate of incorporation provides that the Company is authorized to issue up to 300,000,000 shares of common stock. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

On October 21, 2022, the Company entered into an equity distribution agreement with BMO Capital Markets Corp. and Canaccord Genuity LLC (collectively, the "Sales Agents"), to establish an "at the market" program (The "ATM program"). Under the ATM program, the Company may offer and sell shares of common stock having aggregate proceeds of up to $50 million, from time to time, through any of the Sales Agents.

Share Issuances During the Nine Months Ended September 30, 2024

During the nine months ended September 30, 2024, the Company utilized its ATM program to raise net proceeds of approximately $7.67 million by issuing 3,433,057 shares of common stock.

In addition, the Company issued:

  • 640,638 shares of common stock to VMC in connection with the first tranche of a payment for the purchase of a mineral property (Note 3);
  • 2,344,836 shares of common stock to Orion in a registered direct offering (Note 1);
  • 115,517 shares of common stock to employees of the Company for the settlement of PSUs;
  • 371,453 shares of common stock to employees and directors of the Company for the settlement of RSUs;
  • 56,741 shares of common stock to a former employee as compensation; and
  • 20,000 shares of common stock pursuant to an exercise of stock options for proceeds of approximately $0.04 million.

Subsequent to September 30, 2024, the Company issued 707,940 shares of common stock at a fair value of $2.33 per share to VMC to settle the second of two tranches of the balance payment due (Note 3).

Share Issuances During the Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company utilized its ATM program to raise net proceeds of approximately $15.44 million by issuing 5,470,564 shares of common stock.

In addition, the Company issued:

  • 68,750 shares of common stock pursuant to an exercise of stock options for proceeds of approximately $0.07 million;
  • 9,018 shares of common stock pursuant to an exercise of warrants for proceeds of approximately $0.02 million;
  • 18,609 shares of common stock to employees of the Company for the settlement of PSUs; and
  • 165,663 shares of common stock to employees and directors of the Company for the settlement of RSUs.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 6 - Stockholders' Equity (Continued)

Stock-based Compensation

The Company recognized stock-based compensation expense as follows:

   

Three Months Ended

September 30,

    

Nine Months Ended

September 30,

  
    2024       2023     2024     2023  
    $       $     $     $  
RSUs and PSUs   660,762       533,382     1,818,947     1,715,658  
Stock options   123,405       205,445     440,810     1,161,557  
Other   131,639       -     131,639     -  
Allocated to general and administrative expense   915,806       738,827     2,391,396     2,877,215  
                           
RSUs and PSUs   136,095       111,998     380,865     339,756  
Stock options   26,654       50,044     87,389     233,130  
Allocated to exploration expense   162,749       162,042     468,254     572,886  
Total stock-based compensation expense   1,078,555       900,869     2,859,650     3,450,101  

The Company granted the following stock-based compensation awards as follows:

    Three Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   6,276     2.39         -     -  
Total equity awards granted   6,276               -        
 
    Nine Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   919,944     2.12         635,567     2.83  
PSUs   442,217     2.45         329,182     3.72  
Stock options   445,966     1.05         333,588     1.39  
Total equity awards granted   1,808,127               1,298,337        
 

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 6 - Stockholders' Equity (Continued)

As of September 30, 2024, unrecognized compensation expense and weighted-average vesting period for each of the Company's stock-based compensation awards were as follows:

   

Unrecognized

Compensation

Expense

    

Weighted-

average

Vesting

Period

  
    $     (Years)  
RSUs   1,738,714     1.44  
PSUs   903,077     1.38  
Stock options   528,947     1.32  

 

NOTE 7 - Commitments and Contingencies

The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is subject to audit by tax and other authorities for varying periods in various federal, state and local jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these potential lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If such matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company's consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.

DAKOTA GOLD CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

NOTE 8 - Income Taxes

A summary of the reconciliation of the income tax benefit based on the statutory federal income tax rate of 21% to the income tax benefit reported in these financial statements for the three months and nine months ended September 30, 2024 and 2023 is as follows:

    Three months ended September 30,     Nine Months ended September 30,  
    2024     2023     2024     2023  
    $     $     $     $  
Income tax (benefit) computed at federal statutory rates   (2,097,055 )   (1,848,405 )   (5,829,895 )   (5,980,761 )
Change in valuation allowance   2,079,390     1,563,521     5,725,403     5,106,784  
Non-deductible stock-based compensation   -     -     47,019     -  
Other   1,680     25,592     13,449     25,592  
Total income tax (benefit)   (15,985 )   (259,292 )   (44,024 )   (848,385 )

The effective tax rates for the three and nine months ended September 30, 2024 were 0.16% and 0.16%, respectively. The effective tax rate for the three and nine months ended September 30, 2024 was less than the expected statutory rate as the Company does not expect to realize a benefit from a portion of the losses incurred.

 

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
3.1Certificate 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).
3.3Bylaws of Dakota Gold Corp. (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on May 17, 2024).
31.1Certification 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. *
31.2Certification 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. *
32.1Certifications 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. **
32.2Certifications 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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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
 

Exhibit 31.1. Certification by Chief Executive Officer

I, Dr. Robert Quartermain, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Dakota Gold Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2024

 

/s/ Robert Quartermain

Dr. Robert Quartermain,

Chief Executive Officer,

Principal Executive Officer

Exhibit 31.2. Certification by Chief Financial Officer

I, Shawn Campbell, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Dakota Gold Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2024

 

/s/ Shawn Campbell

Shawn Campbell,

Chief Financial Officer,

Principal Financial and Accounting Officer

Exhibit 32.1. Section 1350 Certification by Chief Executive Officer

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dakota Gold Corp. (the "Company") on Form 10-Q for the quarter ending September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Quartermain, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert Quartermain

Dr. Robert Quartermain,

Chief Executive Officer,

 

November 13, 2024

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2. Section 1350 Certification by Chief Financial Officer

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dakota Gold Corp. (the "Company") on Form 10-Q for the quarter ending September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Shawn Campbell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Shawn Campbell

Shawn Campbell,

Chief Financial Officer

 

November 13, 2024

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

v3.24.3
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2024
Nov. 13, 2024
Document Information [Line Items]    
Registrant Name Dakota Gold Corp.  
Registrant CIK 0001852353  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-41349  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-3475290  
Entity Address, Address Line One 106 Glendale Drive  
Entity Address, City or Town Suite A, Lead  
Entity Address, State or Province SD  
Entity Address, Postal Zip Code 57754  
City Area Code 605  
Local Phone Number 717-2540  
Entity Interactive Data Current Yes  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   94,430,454
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(g) Security Common stock, par value $0.001 per share  
Trading Symbol DC  
Security Exchange Name NYSE  
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08 [Member]    
Document Information [Line Items]    
Title of 12(g) Security Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08  
Trading Symbol DC.WS  
Security Exchange Name NYSE  
v3.24.3
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 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 82,713,264 79,344,304
Property and equipment, net 2,121,105 2,261,979
Other assets 459,381 371,864
Total assets 100,765,217 108,202,540
Current liabilities    
Accounts payable and accrued liabilities 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 265,890 0
Lease liabilities 46,553 94,515
Deferred tax liability 21,333 85,332
Total liabilities 7,454,001 4,666,089
Commitments and contingencies
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 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
v3.24.3
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares outstanding 93,722,514 86,740,272
v3.24.3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 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) 0 (138,772) 0
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 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 loss per share $ (0.11) $ (0.11) $ (0.31) $ (0.36)
Diluted loss per share $ (0.11) $ (0.11) $ (0.31) $ (0.36)
Weighted average number of basic shares of common stock outstanding 93,599,139 78,076,879 89,645,558 75,971,667
Weighted average number of diluted shares of common stock outstanding 93,599,139 78,076,879 89,645,558 75,971,667
v3.24.3
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 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 0
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 0
Proceeds from sale of royalty interest 182,758 0
Proceeds from exercise of stock options 38,400 72,000
Proceeds from exercise of warrants 0 18,757
Payments of income taxes on restricted stock units ("RSUs") and performance stock units ("PSUs") 0 (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 $ 0
v3.24.3
Condensed Consolidated Interim Statements of Changes In Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Total
Beginning Balance at Dec. 31, 2022 $ 73,341 $ 107,317,974 $ (6,215,577) $ 101,175,738
Beginning Balance (in shares) at Dec. 31, 2022 73,341,001      
Common stock issued for ATM program, net of issuance costs $ 1,887 4,900,633   4,902,520
Common stock issued for ATM program, net of issuance costs (in shares) 1,886,800      
Amortization of ATM issuance costs   (39,646)   (39,646)
Common stock issued for exercise of options $ 37 11,963   12,000
Common stock issued for exercise of options (in shares) 37,500      
Common stock issued for PSUs $ 19 (19)    
Common stock issued for PSUs (in shares) 18,609      
Common stock issued for exercise of warrants $ 9 18,748   18,757
Common stock issued for exercise of warrants (in shares) 9,018      
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)
Ending Balance at Mar. 31, 2023 $ 75,293 113,464,387 (15,481,608) 98,058,072
Ending Balance (Shares) at Mar. 31, 2023 75,292,928      
Beginning Balance at Dec. 31, 2022 $ 73,341 107,317,974 (6,215,577) 101,175,738
Beginning Balance (in shares) at Dec. 31, 2022 73,341,001      
Common stock issued for exercise of options (in shares) 68,750      
Common stock issued for PSUs (in shares) 18,609      
Common stock issued for RSUs (in shares) 165,663      
Ending Balance at Sep. 30, 2023 $ 79,074 125,946,271 (33,847,030) 92,178,315
Ending Balance (Shares) at Sep. 30, 2023 79,073,605      
Beginning Balance at Mar. 31, 2023 $ 75,293 113,464,387 (15,481,608) 98,058,072
Beginning Balance (in shares) at Mar. 31, 2023 75,292,928      
Common stock issued for ATM program, net of issuance costs $ 1,397 4,541,967   4,543,364
Common stock issued for ATM program, net of issuance costs (in shares) 1,397,264      
Amortization of ATM issuance costs   (59,259)   (59,259)
Stock-based compensation expense   1,256,498   1,256,498
Payments of income taxes on RSUs   (225,214)   (225,214)
Common stock issued for RSUs $ 166 (166)    
Common stock issued for RSUs (in shares) 165,663      
Net loss     (9,822,760) (9,822,760)
Ending Balance at Jun. 30, 2023 $ 76,856 118,978,213 (25,304,368) 93,750,701
Ending Balance (Shares) at Jun. 30, 2023 76,855,855      
Common stock issued for ATM program, net of issuance costs $ 2,187 6,061,952   6,064,139
Common stock issued for ATM program, net of issuance costs (in shares) 2,186,500      
Amortization of ATM issuance costs   (54,732)   (54,732)
Common stock issued for exercise of options $ 31 59,969   60,000
Common stock issued for exercise of options (in shares) 31,250      
Stock-based compensation expense   900,869   900,869
Net loss     (8,542,662) (8,542,662)
Ending Balance at Sep. 30, 2023 $ 79,074 125,946,271 (33,847,030) 92,178,315
Ending Balance (Shares) at Sep. 30, 2023 79,073,605      
Beginning Balance at Dec. 31, 2023 $ 86,740 146,114,487 (42,664,776) $ 103,536,451
Beginning Balance (in shares) at Dec. 31, 2023 86,740,272     86,740,272
Common stock issued for purchase of mineral property $ 641 1,351,106   $ 1,351,747
Common stock issued for purchase of mineral property (in shares) 640,638      
Common stock issued for RSUs and PSUs $ 323 (323)    
Common stock issued for RSUs and PSUs (in shares) 323,032      
Amortization of ATM issuance costs   (39,657)   (39,657)
Stock-based compensation expense   807,523   807,523
Net loss     (8,594,581) (8,594,581)
Ending Balance at Mar. 31, 2024 $ 87,704 148,233,136 (51,259,357) 97,061,483
Ending Balance (Shares) at Mar. 31, 2024 87,703,942      
Beginning Balance at Dec. 31, 2023 $ 86,740 146,114,487 (42,664,776) $ 103,536,451
Beginning Balance (in shares) at Dec. 31, 2023 86,740,272     86,740,272
Common stock issued for exercise of options (in shares) 20,000      
Common stock issued for PSUs (in shares) 115,517      
Common stock issued for RSUs (in shares) 371,453      
Ending Balance at Sep. 30, 2024 $ 93,722 163,722,783 (70,505,289) $ 93,311,216
Ending Balance (Shares) at Sep. 30, 2024 93,722,514     93,722,514
Beginning Balance at Mar. 31, 2024 $ 87,704 148,233,136 (51,259,357) $ 97,061,483
Beginning Balance (in shares) at Mar. 31, 2024 87,703,942      
Common stock issued for ATM program, net of issuance costs $ 3,025 6,829,263   6,832,288
Common stock issued for ATM program, net of issuance costs (in shares) 3,024,751      
Amortization of ATM issuance costs   (75,917)   (75,917)
Common stock issued for exercise of options $ 20 38,380   38,400
Common stock issued for exercise of options (in shares) 20,000      
Stock-based compensation expense   973,572   973,572
Common stock issued for RSUs $ 122 (122)    
Common stock issued for RSUs (in shares) 122,271      
Net loss     (9,152,810) (9,152,810)
Ending Balance at Jun. 30, 2024 $ 90,871 155,998,312 (60,412,167) 95,677,016
Ending Balance (Shares) at Jun. 30, 2024 90,870,964      
Common stock issued for ATM program, net of issuance costs $ 408 982,273   982,681
Common stock issued for ATM program, net of issuance costs (in shares) 408,306      
Amortization of ATM issuance costs   (39,840)   (39,840)
Stock-based compensation expense   946,916   946,916
Common stock issued for Orion Equity Investment, net of issuance costs $ 2,345 5,703,581   5,705,926
Common stock issued for Orion Equity Investment, net of issuance costs (in shares) 2,344,836      
Common stock issued for RSUs $ 41 (41)    
Common stock issued for RSUs (in shares) 41,667      
Common stock issued for compensation $ 57 131,582   131,639
Common stock issued for compensation (in shares) 56,741      
Net loss     (10,093,122) (10,093,122)
Ending Balance at Sep. 30, 2024 $ 93,722 $ 163,722,783 $ (70,505,289) $ 93,311,216
Ending Balance (Shares) at Sep. 30, 2024 93,722,514     93,722,514
v3.24.3
Organization and Nature of Business
 9 Months Ended
Sep. 30, 2024
Organization And Nature Of Business [Abstract]  
Organization and Nature of Business [Text Block]

NOTE 1 - Organization and Nature of Business

Organization

Dakota Gold Corp., ("we," "us", "our," "the Company," "Dakota Gold" or "DGC") was incorporated as JR Resources Corp. ("JR") on November 15, 2017 under the Business Corporations Act (British Columbia, Canada). The Company focuses its business efforts on the acquisition, exploration, and development of mineral properties in the United States of America ("U.S."). On May 22, 2020, the Company completed the domestication process and changed its registration from the Province of British Columbia, Canada to the State of Nevada. On March 31, 2022, the Company completed a merger with Dakota Territory Resource Corp., a Nevada corporation ("Dakota Territory" or "DTRC"), pursuant to which Dakota Territory stockholders, other than Dakota Gold, were entitled to receive one share of Dakota Gold common stock for each share of Dakota Territory common stock (the "DTRC Merger"). As a result of the DTRC Merger, Dakota Gold delivered 35,209,316 shares of the Company's common stock to former holders of Dakota Territory common stock. On May 14, 2024, following the receipt of approval by its shareholders, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. The Company currently operates in one segment, mineral exploration in the United States.

Liquidity

The Company's mineral properties are at the exploration stage and are without declared mineral reserves or mineral resources, except for the mineral resource estimate contained in the Company's inaugural technical report summary for the Richmond Hill property, which was prepared in accordance with Subpart 1300 of Regulation S-K, promulgated by the Securities and Exchange Commission ("S-K 1300"), and which was completed in April 2024. Therefore, our mineral properties have not generated revenues. The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines (see Risk Factors in the Company's 10-K for the year ended December 31, 2023). Major expenditures are required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits, and to construct mining and processing facilities. The amounts shown as mineral rights and properties represent acquisition and holding costs and do not necessarily represent present or future recoverable values. The recoverability of the amounts shown for mineral rights and properties is dependent upon the Company obtaining the necessary financing to complete the necessary exploration of the properties, the discovery of economically recoverable reserves, development of the properties and future profitable operations or through sale of the assets.

These Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2024 and 2023 ("financial statements") have been prepared on the assumption that the Company and its subsidiaries will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of September 30, 2024, the Company had not advanced its properties to commercial production and is not able to finance day-to-day activities through operations.

The Company's management believes its cash balance of approximately $14.70 million as of September 30, 2024, the Company's working capital of approximately $8.35 million, the anticipated ability to utilize the ATM program during the year and the ability to scale down the exploration program, if needed, alleviate doubt as to the Company's ability to continue as a going concern for 12 months beyond the date of these financial statements.

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"). Separately, 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.
v3.24.3
Summary of Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Accounting Policies [Text Block]

NOTE 2 - Summary of Accounting Policies

Basis of Presentation

These financial statements of the Company have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the U.S. Securities and Exchange Commission ("SEC") for interim statements, and should be read in conjunction with the Company's audited financial statements and the notes thereto for the year ended December 31, 2023, included in its Annual Report on Form 10-K, as filed with the SEC on March 28, 2024.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2023, as reported in the Company's Annual Report on Form 10-K, have been omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited financial statements of the Company and in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.

Basis of Consolidation

These financial statements for the three and nine months ended September 30, 2024 and 2023 include the accounts of the Company and the following 100%-owned subsidiaries: DTRC, LLC (incorporated in the U.S.), JR Resources (Canada) Services Corp. (incorporated in Canada), Dakota Gold Holdings LLC (incorporated in the U.S.) and Dakota Gold (Canada) Services Corp. (incorporated in Canada). All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation.

Reclassifications

Certain reclassifications have been made to conform the prior year's data to the current presentation. The reclassifications have no effect on the results of reported operations or stockholders' deficit or cash flows.
v3.24.3
Mineral Rights and Properties
 9 Months Ended
Sep. 30, 2024
Mineral Industries Disclosures [Abstract]  
Mineral Rights and Properties [Text Block]

NOTE 3 - Mineral Rights and Properties

Dakota Gold has 100% ownership of the interests in the Blind Gold, City Creek, Cambrian Unconformity, Tinton, West Corridor, Ragged Top, Poorman Anticline, Maitland, and South Lead / Whistler Gulch Properties. In addition, the Company has 100% ownership in the Barrick Option and the Richmond Hill Properties upon exercise of their underlying option payments. All are located in the heart of the Homestake District. The individual claims, properties, options, and leases are aggregated into a single unit mining property, which we refer to as the "Black Hills Property."

On January 12, 2024 (the "closing date"), the Company closed an agreement to purchase various databases, mining permits and real properties in Lawrence County, South Dakota from VMC, LLC ("VMC") for total consideration of $3.30 million, as well as a contingent payment of $2.10 million upon the first of either of the following "triggering events: (i) the first commercial gold production or (ii) on a change of control, if the Company still owns the real property. The Company's total consideration to VMC is approximately $3.30 million (the "balance payment") to be paid in two tranches:

1. On the closing date, one-half of the balance payment in shares of the Company's common stock based upon the volume-weighted average price ("VWAP") of the Company's shares for the 20-day period immediately prior to the closing date; and

2. On or before October 12, 2024 (the date that is nine months following the closing date) a payment of one-half of the balance payment in the Company's shares of common stock, cash or a combination of the Company's stock and cash, at the election of the Company. The value of any of the Company's stock will be based upon the VWAP of the stock for the 20-day period immediately prior to the date of issuance of the stock on or before nine months following the closing date.

The VWAP of the Company's shares of common stock for the 20-day period immediately prior to the initial closing date was $2.57 per share.

On the closing date, the Company issued a total of 640,638 shares of its common stock, valued at $2.11 per share, the closing price of the Company's stock on the day before the closing date and paid closing costs of approximately $0.22 million. The total capitalized value of consideration transferred for the first tranche was approximately $1.36 million.

The second payment due in October 2024 of approximately $1.65 million was capitalized at its present value of approximately $1.51 million on January 12, 2024, which reflects a discount rate of 11.66%. As of September 30, 2024, the carrying amount of the second payment due was approximately $1.64 million and is included as a deferred payment in accounts payable and accrued liabilities. During the three and nine months ended September 30, 2024, interest expense was approximately $0.05 million and $0.13 million, respectively. On October 11, 2024, the Company issued 707,940 shares of common stock as payment in full.

As of September 30, 2024 and December 31, 2023, the carrying value of the Company's mineral properties totaled approximately $82.71 million and $79.34 million, respectively. As of September 30, 2024, the Company is in the exploration stage and has not commenced amortization of its properties.
v3.24.3
Property and Equipment
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment [Text Block]

NOTE 4 - Property and Equipment

As of September 30, 2024 and December 31, 2023, the Company's property and equipment consists of the following:

 

Estimated

Useful Life

    

September 30,

2024

    

December 31,

2023

  
  Years     $     $  
Land       418,884     418,884  
Building 39     1,423,810     1,366,682  
Furniture and equipment 3 to 5     962,033     875,397  
Right-of-use ("ROU") assets 2 to 5     140,456     229,611  
        2,945,183     2,890,574  
Less: accumulated depreciation       (824,078 )   (628,595 )
Property and equipment, net       2,121,105     2,261,979  

Depreciation expense for the three and nine months ended September 30, 2024 was approximately $0.06 million and $0.20 million, respectively, which compared to $0.11 million and $0.24 million for the three and nine months ended September 30, 2023, respectively, and is included in general and administrative expenses. ROU assets are amortized on a straight-line basis for the remaining lives of their respective lease terms.

At September 30, 2024, the Company has three operating lease agreements for office and building space in Vancouver, British Columbia, Canada and Rapid City, South Dakota. The lease agreements do not contain extension options. For measurement of the original lease liability and ROU asset, the Company assumed a discount rate of 11.66% based on the Company's estimated incremental borrowing rate. During the three and nine months ended September 30, 2024, the Company recognized approximately $0.04 million and $0.12 million, respectively in rent expense which is included in general and administrative and exploration expenses on the interim statements of operations. The weighted average remaining lease term for operating leases as of September 30, 2024 was 1.8 years. At September 30, 2024, the remaining undiscounted lease payments under these lease agreements totaled approximately $0.17 million.
v3.24.3
Accounts Payable and Accrued Liabilities
 9 Months Ended
Sep. 30, 2024
Accounts Payable and Accrued Liabilities [Abstract]  
Accounts Payable and Accrued Liabilities [Text Block]

NOTE 5 - Accounts Payable and Accrued Liabilities

As of September 30, 2024 and December 31, 2023, the Company's accounts payable and accrued liabilities consist of the following:

   

September 30,

2024

    

December 31,

2023

  
    $     $  
Trade payables   3,846,201     2,705,316  
Accrued bonuses   951,128     1,326,986  
Deferred payment   1,642,657     -  
Other   586,336     318,843  
    7,026,322     4,351,145  

The deferred payment for the second of two balance payments on the VMC purchase (Note 3) with a carrying value of $1,642,657 as of September 30, 2024 was extinguished on October 11, 2024 by the issuance of 707,940 shares of the Company's common stock.
v3.24.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity [Text Block]

NOTE 6 - Stockholders' Equity

Common Stock

The holders of common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of common stock have the sole right to vote. The common stock does not have any cumulative voting, pre-emptive, subscription or conversion rights. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our certificate of incorporation or as otherwise provided in the Delaware General Corporation Law) requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is represented. The Company's certificate of incorporation provides that the Company is authorized to issue up to 300,000,000 shares of common stock. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

On October 21, 2022, the Company entered into an equity distribution agreement with BMO Capital Markets Corp. and Canaccord Genuity LLC (collectively, the "Sales Agents"), to establish an "at the market" program (The "ATM program"). Under the ATM program, the Company may offer and sell shares of common stock having aggregate proceeds of up to $50 million, from time to time, through any of the Sales Agents.

Share Issuances During the Nine Months Ended September 30, 2024

During the nine months ended September 30, 2024, the Company utilized its ATM program to raise net proceeds of approximately $7.67 million by issuing 3,433,057 shares of common stock.

In addition, the Company issued:

  • 640,638 shares of common stock to VMC in connection with the first tranche of a payment for the purchase of a mineral property (Note 3);
  • 2,344,836 shares of common stock to Orion in a registered direct offering (Note 1);
  • 115,517 shares of common stock to employees of the Company for the settlement of PSUs;
  • 371,453 shares of common stock to employees and directors of the Company for the settlement of RSUs;
  • 56,741 shares of common stock to a former employee as compensation; and
  • 20,000 shares of common stock pursuant to an exercise of stock options for proceeds of approximately $0.04 million.

Subsequent to September 30, 2024, the Company issued 707,940 shares of common stock at a fair value of $2.33 per share to VMC to settle the second of two tranches of the balance payment due (Note 3).

Share Issuances During the Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company utilized its ATM program to raise net proceeds of approximately $15.44 million by issuing 5,470,564 shares of common stock.

In addition, the Company issued:

  • 68,750 shares of common stock pursuant to an exercise of stock options for proceeds of approximately $0.07 million;
  • 9,018 shares of common stock pursuant to an exercise of warrants for proceeds of approximately $0.02 million;
  • 18,609 shares of common stock to employees of the Company for the settlement of PSUs; and
  • 165,663 shares of common stock to employees and directors of the Company for the settlement of RSUs.

Stock-based Compensation

The Company recognized stock-based compensation expense as follows:

   

Three Months Ended

September 30,

    

Nine Months Ended

September 30,

  
    2024       2023     2024     2023  
    $       $     $     $  
RSUs and PSUs   660,762       533,382     1,818,947     1,715,658  
Stock options   123,405       205,445     440,810     1,161,557  
Other   131,639       -     131,639     -  
Allocated to general and administrative expense   915,806       738,827     2,391,396     2,877,215  
                           
RSUs and PSUs   136,095       111,998     380,865     339,756  
Stock options   26,654       50,044     87,389     233,130  
Allocated to exploration expense   162,749       162,042     468,254     572,886  
Total stock-based compensation expense   1,078,555       900,869     2,859,650     3,450,101  

The Company granted the following stock-based compensation awards as follows:

    Three Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   6,276     2.39         -     -  
Total equity awards granted   6,276               -        
 
    Nine Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   919,944     2.12         635,567     2.83  
PSUs   442,217     2.45         329,182     3.72  
Stock options   445,966     1.05         333,588     1.39  
Total equity awards granted   1,808,127               1,298,337        
 

As of September 30, 2024, unrecognized compensation expense and weighted-average vesting period for each of the Company's stock-based compensation awards were as follows:

   

Unrecognized

Compensation

Expense

    

Weighted-

average

Vesting

Period

  
    $     (Years)  
RSUs   1,738,714     1.44  
PSUs   903,077     1.38  
Stock options   528,947     1.32  
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies [Text Block]

NOTE 7 - Commitments and Contingencies

The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is subject to audit by tax and other authorities for varying periods in various federal, state and local jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these potential lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If such matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company's consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes [Text Block]

NOTE 8 - Income Taxes

A summary of the reconciliation of the income tax benefit based on the statutory federal income tax rate of 21% to the income tax benefit reported in these financial statements for the three months and nine months ended September 30, 2024 and 2023 is as follows:

    Three months ended September 30,     Nine Months ended September 30,  
    2024     2023     2024     2023  
    $     $     $     $  
Income tax (benefit) computed at federal statutory rates   (2,097,055 )   (1,848,405 )   (5,829,895 )   (5,980,761 )
Change in valuation allowance   2,079,390     1,563,521     5,725,403     5,106,784  
Non-deductible stock-based compensation   -     -     47,019     -  
Other   1,680     25,592     13,449     25,592  
Total income tax (benefit)   (15,985 )   (259,292 )   (44,024 )   (848,385 )

The effective tax rates for the three and nine months ended September 30, 2024 were 0.16% and 0.16%, respectively. The effective tax rate for the three and nine months ended September 30, 2024 was less than the expected statutory rate as the Company does not expect to realize a benefit from a portion of the losses incurred.
v3.24.3
Subsequent Events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

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.
v3.24.3
Summary of Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation [Policy Text Block]

Basis of Presentation

These financial statements of the Company have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the U.S. Securities and Exchange Commission ("SEC") for interim statements, and should be read in conjunction with the Company's audited financial statements and the notes thereto for the year ended December 31, 2023, included in its Annual Report on Form 10-K, as filed with the SEC on March 28, 2024.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2023, as reported in the Company's Annual Report on Form 10-K, have been omitted. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited financial statements of the Company and in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.
Basis of Consolidation [Policy Text Block]

Basis of Consolidation

These financial statements for the three and nine months ended September 30, 2024 and 2023 include the accounts of the Company and the following 100%-owned subsidiaries: DTRC, LLC (incorporated in the U.S.), JR Resources (Canada) Services Corp. (incorporated in Canada), Dakota Gold Holdings LLC (incorporated in the U.S.) and Dakota Gold (Canada) Services Corp. (incorporated in Canada). All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation.
Reclassifications [Policy Text Block]

Reclassifications

Certain reclassifications have been made to conform the prior year's data to the current presentation. The reclassifications have no effect on the results of reported operations or stockholders' deficit or cash flows.
v3.24.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment [Table Text Block]
 

Estimated

Useful Life

    

September 30,

2024

    

December 31,

2023

  
  Years     $     $  
Land       418,884     418,884  
Building 39     1,423,810     1,366,682  
Furniture and equipment 3 to 5     962,033     875,397  
Right-of-use ("ROU") assets 2 to 5     140,456     229,611  
        2,945,183     2,890,574  
Less: accumulated depreciation       (824,078 )   (628,595 )
Property and equipment, net       2,121,105     2,261,979  
v3.24.3
Accounts Payable and Accrued Liabilities (Tables)
 9 Months Ended
Sep. 30, 2024
Accounts Payable and Accrued Liabilities [Abstract]  
Schedule of accounts payable and accrued liabilities [Table Text Block]
   

September 30,

2024

    

December 31,

2023

  
    $     $  
Trade payables   3,846,201     2,705,316  
Accrued bonuses   951,128     1,326,986  
Deferred payment   1,642,657     -  
Other   586,336     318,843  
    7,026,322     4,351,145  
v3.24.3
Stockholders' Equity (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Schedule of stock-based compensation expense [Table Text Block]
   

Three Months Ended

September 30,

    

Nine Months Ended

September 30,

  
    2024       2023     2024     2023  
    $       $     $     $  
RSUs and PSUs   660,762       533,382     1,818,947     1,715,658  
Stock options   123,405       205,445     440,810     1,161,557  
Other   131,639       -     131,639     -  
Allocated to general and administrative expense   915,806       738,827     2,391,396     2,877,215  
                           
RSUs and PSUs   136,095       111,998     380,865     339,756  
Stock options   26,654       50,044     87,389     233,130  
Allocated to exploration expense   162,749       162,042     468,254     572,886  
Total stock-based compensation expense   1,078,555       900,869     2,859,650     3,450,101  
Schedule of RSU awards outstanding and activity [Table Text Block]
    Three Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   6,276     2.39         -     -  
Total equity awards granted   6,276               -        
 
    Nine Months Ended  
    September 30, 2024     September 30, 2023  
    Number    

Weighted

average

fair value

$

         Number    

Weighted

average

fair value

$

  
RSUs   919,944     2.12         635,567     2.83  
PSUs   442,217     2.45         329,182     3.72  
Stock options   445,966     1.05         333,588     1.39  
Total equity awards granted   1,808,127               1,298,337        
Schedule of unrecognized compensation expense and weighted-average vesting period for stock-based compensation awards [Table Text Block]
   

Unrecognized

Compensation

Expense

    

Weighted-

average

Vesting

Period

  
    $     (Years)  
RSUs   1,738,714     1.44  
PSUs   903,077     1.38  
Stock options   528,947     1.32  
v3.24.3
Income Taxes (Tables)
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of components of income tax expense (benefit) [Table Text Block]
    Three months ended September 30,     Nine Months ended September 30,  
    2024     2023     2024     2023  
    $     $     $     $  
Income tax (benefit) computed at federal statutory rates   (2,097,055 )   (1,848,405 )   (5,829,895 )   (5,980,761 )
Change in valuation allowance   2,079,390     1,563,521     5,725,403     5,106,784  
Non-deductible stock-based compensation   -     -     47,019     -  
Other   1,680     25,592     13,449     25,592  
Total income tax (benefit)   (15,985 )   (259,292 )   (44,024 )   (848,385 )
v3.24.3
Organization and Nature of Business (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 9 Months Ended
Jul. 02, 2024
Jun. 26, 2024
Sep. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Entity incorporation, date of incorporation     Nov. 15, 2017
Stockholders' Equity Note, Stock Split     On March 31, 2022, the Company completed a merger with Dakota Territory Resource Corp., a Nevada corporation ("Dakota Territory" or "DTRC"), pursuant to which Dakota Territory stockholders, other than Dakota Gold, were entitled to receive one share of Dakota Gold common stock for each share of Dakota Territory common stock (the "DTRC Merger").
Cash     $ 14,700
Working capital     $ 8,350
DTRC's former stockholders [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Common stock shares issued     35,209,316
Orion Equity Investment [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Value of shares issued for acquisition $ 5,710 $ 5,860  
Shares issued upon acquisition 2,344,836   707,940
Issued price per share $ 2.5   $ 2.33
Sale of stock, description of transaction Separately, 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    
Total Consideration $ 180    
v3.24.3
Summary of Accounting Policies (Narrative) (Details)
Sep. 30, 2024
Sep. 30, 2023
Dakota Territory Resource Corp [Member]    
Accounting Policies [Line Items]    
Percentage owned 100.00% 100.00%
v3.24.3
Mineral Rights and Properties (Narrative) (Details) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Oct. 11, 2024
Jan. 12, 2024
Oct. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Oct. 12, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]                  
Cash deposit       $ 14,700,000     $ 14,700,000    
Mineral properties       82,713,264     82,713,264   $ 79,344,304
Interest expense       $ 55,663 $ 0   $ 138,772 $ 0  
Blind Gold, City Creek, Cambrian Unconformity, Tinton, West Corridor, Ragged Top, Poorman Anticline, Maitland, and South Lead / Whistler Gulch [Member]                  
Property, Plant and Equipment [Line Items]                  
Percentage of voting interests acquired       100.00%     100.00%    
Barrick Option and Richmond Hill Option [Member]                  
Property, Plant and Equipment [Line Items]                  
Percentage of voting interests acquired       100.00%     100.00%    
VMC LLC [Member]                  
Property, Plant and Equipment [Line Items]                  
Total consideration for acquisition of various databases, mining permits and real properties   $ 3,300,000              
Contingent payment   2,100,000              
Remainder of initial payment   $ 3,300,000              
Issued price per share   $ 2.57              
Shares issued upon acquisition 707,940 640,638              
Issue of common stock, price per share   $ 2.11              
Value of shares issued of closing date   $ 220,000              
Capitalized value   $ 1,360,000       $ 1,640,000      
Present value of cash payment     $ 1,650,000            
Present value of balance payment     $ 1,510,000            
Discount rate           11.66%      
Interest expense       $ 50,000.00     $ 130,000    
v3.24.3
Property and Equipment (Narrative) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 60,000.00 $ 110,000 $ 195,483 $ 237,349
Lease liability and ROU asset discount rate 11.66%   11.66%  
Rent expense $ 40,000.00   $ 120,000  
Weighted average remaining lease term for operating leases 1 year 9 months 18 days   1 year 9 months 18 days  
Remaining undiscounted lease payments $ 170,000   $ 170,000  
v3.24.3
Property and Equipment - Schedule of property and equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 2,945,183 $ 2,890,574
Less accumulated depreciation (824,078) (628,595)
Property and equipment, net 2,121,105 2,261,979
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 418,884 418,884
Building [Member]    
Property, Plant and Equipment [Line Items]    
Estimated Useful Life (Years) 39 years  
Property, plant and equipment, gross $ 1,423,810 1,366,682
Furniture and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 962,033 875,397
Furniture and equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Estimated Useful Life (Years) 3 years  
Furniture and equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Estimated Useful Life (Years) 5 years  
Right-of-use ("ROU") assets [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 140,456 $ 229,611
Right-of-use ("ROU") assets [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Estimated Useful Life (Years) 2 years  
Right-of-use ("ROU") assets [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Estimated Useful Life (Years) 5 years  
v3.24.3
Accounts Payable and Accrued Liabilities (Narrative) (Details) - USD ($)
Oct. 11, 2024
Jan. 12, 2024
Sep. 30, 2024
Dec. 31, 2023
Accounts Payable And Accrued Liabilities [Line Items]        
Deferred payment     $ 1,642,657 $ 0
VMC LLC [Member]        
Accounts Payable And Accrued Liabilities [Line Items]        
Deferred payment     $ 1,642,657  
common stock 707,940 640,638    
v3.24.3
Accounts Payable and Accrued Liabilities - Schedule of accounts payable and accrued liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accounts Payable and Accrued Liabilities [Abstract]    
Trade payables $ 3,846,201 $ 2,705,316
Accrued bonuses 951,128 1,326,986
Deferred payment 1,642,657 0
Other 586,336 318,843
Accounts payable and accrued liabilities $ 7,026,322 $ 4,351,145
v3.24.3
Stockholders' Equity (Narrative) (Details) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Jul. 02, 2024
Oct. 21, 2022
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
May 18, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Common stock, shares authorized     300,000,000         300,000,000   300,000,000 300,000,000
Net proceeds from sale of common stock on at-the market ("ATM") program               $ 7,673,146 $ 15,441,134    
Proceeds from stock options exercised               38,400 72,000    
Proceeds from exercise of warrants               $ 0 18,757    
Orion Equity Investment [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Shares issued upon acquisition 2,344,836             707,940      
Issued price per share $ 2.5   $ 2.33         $ 2.33      
ATM Program [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Maximum proceeds from sale of common stock on at-the market ("ATM") program   $ 50,000,000                  
Net proceeds from sale of common stock on at-the market ("ATM") program               $ 7,670,000 $ 15,440,000    
Number of common shares issued (Shares)               3,433,057 5,470,564    
Common Stock [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Number of common shares issued to former employee as compensation               56,741      
Shares issued upon acquisition               640,638      
Common stock issued for PSUs (in shares)             18,609 115,517 18,609    
Common stock issued for RSUs (in shares)     41,667 122,271   165,663   371,453 165,663    
Common stock issued for exercise of options (in shares)       20,000 31,250   37,500 20,000 68,750    
Proceeds from stock options exercised               $ 40,000.00 $ 70,000.00    
Common stock issued for exercise of warrants (Shares)                 9,018    
Proceeds from exercise of warrants                 $ 20,000.00    
Common Stock [Member] | Orion Equity Investment [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                      
Shares issued upon acquisition               2,344,836      
v3.24.3
Stockholders' Equity - Schedule of stock-based compensation expense (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense $ 1,078,555 $ 900,869 $ 2,859,650 $ 3,450,101
Allocated to general and administrative expense [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 915,806 738,827 2,391,396 2,877,215
Allocated to general and administrative expense [Member] | RSUs and PSUs [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 660,762 533,382 1,818,947 1,715,658
Allocated to general and administrative expense [Member] | Stock options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 123,405 205,445 440,810 1,161,557
Allocated to general and administrative expense [Member] | Other [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 131,639 0 131,639 0
Allocated to exploration expense [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 162,749 162,042 468,254 572,886
Allocated to exploration expense [Member] | RSUs and PSUs [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense 136,095 111,998 380,865 339,756
Allocated to exploration expense [Member] | Stock options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total stock-based compensation expense $ 26,654 $ 50,044 $ 87,389 $ 233,130
v3.24.3
Stockholders' Equity - Schedule of RSU and PSU awards outstanding and activity (Details) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of equity awards 6,276 0 1,808,127 1,298,337
RSUs [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of equity awards 6,276 0 919,944 635,567
Weighted-average fair value per award $ 2.39 $ 0 $ 2.12 $ 2.83
PSUs [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of equity awards     442,217 329,182
Weighted-average fair value per award     $ 2.45 $ 3.72
Stock options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of stock options 445,966 333,588 445,966 333,588
Weighted-average fair value per stock option $ 1.05 $ 1.39 $ 1.05 $ 1.39
v3.24.3
Stockholders' Equity - Schedule of unrecognized compensation expense and weighted-average vesting period for stock-based compensation awards (Details)
 9 Months Ended
Sep. 30, 2024
USD ($)
RSUs [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unrecognized Compensation Expense $ 1,738,714
Weighted-average Vesting Period (Years) 1 year 5 months 8 days
PSUs [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unrecognized Compensation Expense $ 903,077
Weighted-average Vesting Period (Years) 1 year 4 months 17 days
Stock options [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unrecognized Compensation Expense $ 528,947
Weighted-average Vesting Period (Years) 1 year 3 months 25 days
v3.24.3
Income Taxes (Narrative) (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Period Of Operating Loss Carry Forward [Line Items]        
Income tax rate 21.00% 21.00% 21.00% 21.00%
Effective tax rate 0.16%   0.16%  
v3.24.3
Income Taxes - Schedule of components of income tax expense (benefit) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax (benefit) computed at federal statutory rates $ (2,097,055) $ (1,848,405) $ (5,829,895) $ (5,980,761)
Change in valuation allowance 2,079,390 1,563,521 5,725,403 5,106,784
Non-deductible stock-based compensation 0 0 47,019 0
Other 1,680 25,592 13,449 25,592
Total income tax (benefit) $ (15,985) $ (259,292) $ (44,024) $ (848,385)
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