Stockholders' Equity

9 Months Ended

Sep. 30, 2025

Stockholders' Equity Note [Abstract]

Stockholders' Equity [Text Block]

NOTE 7 - Stockholders' Equity

Common Stock

On May 13, 2025, the stockholders of the Company voted to increase the number of shares of common stock reserved for issuance pursuant to awards under the Company's 2022 Stock Incentive Plan from 6,250,000 to 10,750,000. As of September 30, 2025, a total of 4,570,042 shares of common stock remain available for future grants under the 2022 Stock Incentive Plan.

On March 25, 2025, the Company announced a public offering (the "Offering") through which the Company raised gross proceeds of approximately $35.1 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share. The Company incurred a total of approximately $2.4 million of share issuance costs pursuant to the Offering and recorded the share issuance costs as a reduction to proceeds in additional paid-in capital.

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 the ATM Program. On December 10, 2024, Dakota Gold entered into an Amended and Restated Equity Distribution Agreement with the Sales Agents. Under the terms of the Amended and Restated Equity Distribution Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50 million from time to time through any of the Sales Agents. During the nine months ended September 30, 2025 and 2024, the Company utilized the ATM to raise net proceeds of approximately $7.1 million and $7.7 million, respectively, by issuing 2,548,713 and 3,433,057 shares of common stock, respectively, incurring issuance costs of $0.4 million and $0.5 million, respectively.

Subsequent to September 30, 2025, the Company issued 274,456 shares upon the exercise of warrants and 140,500 shares upon the exercise of stock options for total gross proceeds of $0.7 million.

Stock-based Compensation

The Company recognized stock-based compensation expense as follows:

	Three months ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
	$	$	$	$
RSUs	420,401	428,176	1,111,761	1,227,552
PSUs	111,502	232,585	252,945	591,395
Stock options	248,520	123,406	285,734	440,811
Other	-	131,638	-	131,638
Allocated to general and administrative expense	780,423	915,805	1,650,440	2,391,396
RSUs	128,282	76,730	424,676	228,827
PSUs	30,387	59,366	141,762	152,038
Stock options	69,986	26,654	156,833	87,389
Allocated to exploration expense	228,655	162,750	723,271	468,254
Total stock-based compensation expense	1,009,078	1,078,555	2,373,711	2,859,650

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

	Nine Months Ended September 30,
	2025		2024
	Number	Weighted average fair value $	Number	Weighted average fair value $
RSUs	927,909	3.10	919,944	2.12
PSUs	107,259	3.61	442,217	2.45
Stock options	1,507,634	1.57	445,966	1.05
Total equity awards granted	2,542,802		1,808,127

As of September 30, 2025, 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	2,307,260	1.08
PSUs	371,742	0.83
Stock options	2,012,878	1.55

Warrants

At September 30, 2025 and December 31, 2024, the Company had 6,179,840 and 7,602,993 warrants outstanding, respectively. During the nine-month period ended September 30, 2025, a total of 1,423,153 warrants were exercised. No warrants were exercised during the same period in 2024. As of September 30, 2025, all 6,179,840 outstanding warrants had a remaining life of 0.45 years, an exercise price of $2.08 and will expire on March 15, 2026.