Dakota Gold Corp 10-K, filed Jun 28, 2022

Dakota Gold Corp. (DC)

10-K 2022-06-28 For: 2022-03-31

Added on April 10, 2026

About this 10-K

Dakota Gold Corp filed this 10-K on June 28, 2022, covering the fiscal year ended March 31, 2022.

Headline figures

Fiscal year ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $12.61M; compared with net income of $26.01M a year earlier
Diluted EPS: -$0.35; compared with $1.12 a year earlier

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Nevada	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)

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

		Page
	Glossary of Terms	iv
	Cautionary Notice Regarding Forward-Looking Statements	vi

	Part I
Item 1	Business	1
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	11
Item 3	Legal Proceedings	19
Item 4	Mine Safety Disclosure	20

	Part II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6	[Reserved]	21
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8	Financial Statements and Supplementary Data	F0
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	F21
Item 9A	Controls and Procedures	F21
Item 9B	Other Information	F22
Item 9C	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	F22

	Part III
Item 10	Directors, Executive Officers and Corporate Governance	24
Item 11	Executive Compensation	26
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13	Certain Relationships and Related Transactions and Director Independence	32
Item 14	Principal Accountant Fees and Services	32

	Part IV
Item 15	Exhibit and Financial Statement Schedules	34
Item 16	Form 10-K Summary	34
	Signatures	36

GLOSSARY OF TERMS
Alteration		Any physical or chemical change in a rock or mineral subsequent to its formation.

Breccia		A rock in which angular fragments are surrounded by a mass of fine-grained minerals.

Brownfield		A property, the expansion, redevelopment, or reuse of which may be complicated by the presence or potential presence of a hazardous substance, pollutant, or contaminant.

Concession		A grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

Core		The long cylindrical piece of a rock, about an inch in diameter, brought to the surface by diamond drilling.

Diamond drilling		A drilling method in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered in long cylindrical sections.

Drift		A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

Exploration		Work involved in searching for ore, usually by drilling or driving a drift.

Exploration expenditures		Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain mineral deposit reserves.

Grade		The average assay of a ton of ore, reflecting metal content.

Host rock		The rock surrounding an ore deposit.

Intrusive		A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

Lode		A mineral deposit in solid rock.

Ore		The naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituents, e.g., gold ore.

Ore body		A continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.

Mine development		The work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

Mineral		A naturally occurring homogeneous substance having definite physical properties and chemical composition, and if formed under favorable conditions, a definite crystal form.

Mineralization		The presence of minerals in a specific area or geological formation.

Mineral reserve		That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of "Ore" when dealing with metalliferous minerals.

Paleoplacer deposits		Consist of placer (ancient) concentrations of minerals in which the host material is a consolidated rock.

Probable (Indicated) reserves		Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Prospect		A mining property, the value of which has not been determined by exploration.

Proven (Measured) reserves		Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

Reverse Stock Split		On March 8, 2022, the Company completed a reverse split of its common stock on a 1 for 35,641,667 / 49,398,602 basis. All share numbers and common stock prices presented give effect to the reverse split.

S-K 1300		Subpart 1300 of Regulation S-K.

Tonne		A metric ton which is equivalent to 2,200 pounds.

Trend		A general term for the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

Unpatented mining claim		A parcel of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining claim is granted certain rights including the right to explore and mine such claim.

Vein		A mineralized zone having a more or less regular development in length, width, and depth, which clearly separates it from neighboring rock.

		Balance at March 31, 2020		Acquisitions *		Balance at March 31, 2021		Acquisitions		Balance at March 31, 2022
Black Hills Property (general)	$	-	$	52,893,198	$	52,893,198	$	-	$	52,893,198
Maitland		-		4,820,000		4,820,000		1,422,221		6,242,221
City Creek		-		-		-		423,592		423,592
Richmond Hill		-		-		-		2,745,081		2,745,081
Ragged Top		-		-		-		1,535,000		1,535,000
South Lead /Whistler Gulch		-		-		-		2,542,775		2,542,775
Barrick Option		-		-		-		6,150,000		6,150,000
Blind Gold		216,104		2,492		218,596		-		218,596
Poor Man Anticline		-		-		-		1,000,200		1,000,200
Homestake Paleoplacer		-		-		-		3,212,295		3,212,295
	$	216,104	$	57,715,690	$	57,931,794	$	19,031,164	$	76,962,958

Table: Fiscal Year 2023 Proposed Cash Exploration Expenditures (millions)
General & administrative	$ 4.7
Drilling, Field programs/Met Testing/Data Compilation	$ 15.5
Property Acquisition	$ 6.3
TOTAL	$26.5

DAKOTA GOLD CORP. CONSOLIDATED BALANCE SHEETS

		March 31, 2022		March 31, 2021

ASSETS

Current assets
Cash and cash equivalents	$	41,401,116	$	11,444,668
Receivable		94,807		-
Prepaid expenses and other current assets		376,689		384,897
Total current assets		41,872,612		11,829,565

Non-current assets
Mineral rights and properties (Note 5)		76,962,958		57,931,794
Property and equipment, net (Note 6)		1,229,012		870,744
Other assets		20,000		-
Total assets	$	120,084,582	$	70,632,103

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities (Note 7)	$	2,537,154	$	846,622
Accounts payable - related party (Note 8)		-		3,000
Current portion of notes payable - related party (Note 8)		-		906,768
Total current liabilities		2,537,154		1,756,390

Non-current liabilities
Notes payable - related party, net of current portion and discount (Note 8)		-		473,325
Deferred tax liability (Note 9)		3,713,023		9,398,458
Total liabilities		6,250,177		11,628,173

Commitments and contingent liabilities (Note 11)		-		-

Stockholders' equity
Common stock, par value $0.001; 144,302,330 shares authorized, 70,850,395 and 35,136,029 shares issued and outstanding as of March 31, 2022 and March 31, 2021, respectively (Note 10)		70,850		35,136
Additional paid-in capital (Note 10)		100,697,655		12,105,720
Retained earnings		13,065,900		25,679,461
Equity attributable to stockholders of the Company		113,834,405		37,820,317
Non-controlling interest (Note 4)		-		21,183,613
Total stockholders' equity		113,834,405		59,003,930
Total liabilities and stockholders' equity	$	120,084,582	$	70,632,103

DAKOTA GOLD CORP. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended March 31, 2022 and 2021

		2022			2021

Operating expenses
Exploration expenses	$	7,334,459		$	271,853
General and administrative expenses		23,942,616			1,820,265
Loss from operations		(31,277,075	)		(2,092,118	)

Other incomes (expenses)
Foreign exchange gain		11,243			79,001
Loss on settlement of debt		(124,521	)		-
Gain on derivative assets		-			27,087,667
Interest income		24,582			32,443
Total other incomes (expenses)		(88,696	)		27,199,111

Income (loss) before income taxes		(31,365,771	)		25,106,993
Deferred tax benefit (Note 9)		5,685,435			413,424
Net income (loss)		(25,680,336	)		25,520,417
Less: Net loss attributable to non-controlling interest		(13,066,775	)		(490,497	)
Net income (loss) attributable to owners of the Company	$	(12,613,561	)	$	26,010,914

Basic and diluted income (loss) per share	$	(0.35	)	$	1.12

Weighted average number of basic and diluted shares of common stock outstanding		35,580,142			23,165,060


	Capital Stock				Additional			Share			Retained			Non-			Total
	Number				Paid-in			Subscriptions			Earnings			Controlling			Stockholders'
	of Shares		Amount		Capital			Receivable			(Deficit)			Interest			Equity
Balance, March 31, 2020	14,781,127	$	14,781	$	1,205,063		$	(126,753	)	$	(331,453	)	$	-		$	761,638
Common stock issued for cash, net of issuance costs	20,355,490		20,355		22,416,462			126,753			-			-			22,563,570
Acquisition of DTRC common stock	-		-		(12,911,839	)		-			-			25,444,979			12,533,140
Payment of cash dividend by DTRC	-		-		-			-			-			(4,357,246	)		(4,357,246	)
Change in non-controlling interest	-		-		1,396,034			-			-			(1,396,034	)		-
DTRC common stock issued for purchase of mineral properties	-		-		-			-			-			1,320,000			1,320,000
Stock-based compensation expense	-		-		-			-			-			121,385			121,385
Debt discount on notes payable - related party	-		-		-			-			-			86,026			86,026
DTRC common stock issued upon exercise of stock options	-		-		-			-			-			455,000			455,000
Net income for the year	-		-		-			-			26,010,914			(490,497	)		25,520,417
Balance, March 31, 2021	35,136,617		35,136		12,105,720			-			25,679,461			21,183,613			59,003,930
Common stock issued for cash, net of issuance costs	505,050		505		318,067			-			-			-			49,515,626
DTRC common stock issued	-		-		-			-			-			49,515,626			49,515,626
DTRC common stock issued for purchase of mineral properties	-		-		-			-			-			10,380,464			10,380,464
DTRC common stock issued upon conversion of debt	-		-		-			-			-			703,647			703,647
Stock-based compensation expense	-		-		-			-			-			19,592,502			19,592,502
Change in non-controlling interest	-		-		34,185,108			-			-			(34,185,108	)		-
Issuance of stock for acquisition of non-controlling interest	35,208,728		35,209		48,764,065			-			-			(48,799,274	)		-
Elimination of non-controlling interest on acquisition	-		-		5,324,695			-			-			(5,324,695	)		-
Net loss for the year	-		-		-			-			(12,613,561	)		(13,066,775	)		(25,680,336	)
Balance, March 31, 2022	70,850,395	$	70,850	$	100,697,655		$	-		$	13,065,900		$	-		$	113,834,405

	Incorporation	Percentage owned
	Incorporation	2022	2021
DTRC LLC	USA	100%	63%
JR Resources (Canada) Services Corp.	Canada	100%	100%
Dakota Gold Holdings LLC	USA	100%	N/A
Dakota Gold (Canada) Services Corp.	Canada	100%	N/A

Consideration:
Conversion of promissory note	$	1,450,000
Value of convertible feature of promissory note		1,836,667
Cash investment		9,000,000
Value of purchase right		12,339,161
Transaction costs		231,043
	$	24,856,871
Allocated as follows:
Cash and cash equivalents	$	9,697,502
Prepaid expenses		14,403
Mineral properties		53,035,706
Property and equipment		8,801
Accounts payable and accrued liabilities		(479,794	)
Accounts payable - related party		(1,770,234	)
Notes payable - related party		(392,652	)
Deferred tax liability		(9,811,882	)
Non-controlling interest		(25,444,979	)
	$	24,856,871

Balance, March 31, 2020	$	-
Acquisition of DTRC		25,444,979
Payment of cash dividend by DTRC		(4,357,246	)
Change in non-controlling interest		(1,396,034	)
DTRC common stock issued for investment in mineral property		1,320,000
Stock-based compensation expense		121,385
Debt discount on notes payable - related party		86,026
DTRC common stock issued upon exercise of options		455,000
Net loss attributable to non-controlling interest		(490,497	)
Balance, March 31, 2021	$	21,183,613
DTRC common stock issued		49,515,626
DTRC common stock issued for investment in mineral property		10,380,464
DTRC common stock issued upon conversion of debt		703,647
Stock-based compensation expense		19,592,502
Change in non-controlling interest		(34,185,108	)
Net loss attributable to non-controlling interest		(13,066,775	)
Issuance of stock for acquisition of NCI		(48,799,274	)
Elimination of NCI on acquisition		(5,324,695	)
Balance, March 31, 2022	$	-

	Estimated Useful Life (Years)		2022			2021

Land		$	70,000		$	70,000
Building	39		699,975			503,711
Furniture and equipment	3 to 5		626,133			330,125
			1,396,108			903,836
Less accumulated depreciation			(167,096	)		(33,092	)
Property and equipment, net		$	1,229,012		$	870,744

		2022		2021

Trade payables	$	2,051,569	$	524,512
Accrued liabilities		467,965		321,362
Other		17,620		748
	$	2,537,154	$	846,622

		2022			2021

Income tax expense (benefit) computed at federal statutory rates	$	(6,579,200	)	$	5,272,469
Non-taxable gain on derivatives		-			(5,688,410	)
Non-deductible expenses		28,794			67,148
Non-deductible stock-based compensation		-			25,470
Change in valuation allowance		1,810,449			(37,727	)
Unrecognized temporary differences					(52,374	)
Other		(945,478	)		-
Deferred tax benefit	$	(5,685,435	)	$	(413,424	)

		2022			2021
Deferred tax assets:
Net operating losses	$	5,228,304		$	1,502,021
Net capital losses		36,685			36,685
Stock-based compensation		2,607,150			-
Deferred exploration costs		1,317,562			-
Total		9,189,701			1,538,706
Less: valuation allowance		(1,810,449	)		-
Total deferred tax assets		7,379,252			1,538,706

Deferred tax liability:
Property and equipment		(47,383	)		(182,856	)
Mineral properties		(11,044,892	)		(10,754,308	)
Total deferred tax liabilities		(11,092,275	)		(10,937,164	)

Total deferred taxes	$	(3,713,023	)	$	(9,398,458	)

	Number			Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value

Outstanding as of October 15, 2020	2,062,500		$	0.32	4.13	$	2,146,000
Options granted	750,000			1.92	4.96		-
Options exercised	(1,987,500	)		0.32	-		3,635,688
Outstanding as of March 31, 2021	825,000		$	1.77	4.86	$	285,000
Options granted	2,571,250			4.77
Options expired	(5,208	)		-
Options forfeited/cancelled	(41,667	)		2.63
Outstanding as of March 31, 2022	3,349,375		$	4.06	4.12	$	3,166,100
Canceled on acquisition of NCI	(3,349,375	)
Outstanding as of March 31, 2022	-			-	-		-

	Number		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value

Outstanding as of March 31, 2021 and 2020	-	$	-	-	$	-
Stock options issued on acquisition of NCI	3,349,375		4.06	4.12		3,166,100
Outstanding as of March 31, 2022	3,349,375	$	4.06	4.12	$	3,166,100

Options exercisable as of March 31, 2022	1,645,625	$	3.32	4.04	$	2,765,200

Number of options	Exercise price		Remaining life	Expiry date
			(years)
75,000	$	0.32	2.76	January 1, 2025
718,750	$	1.92	3.96	March 15, 2026
2,055,625	$	4.76	4.13	May 17, 2026
200,000	$	5.09	4.46	September 13, 2026
300,000	$	4.64	4.56	October 18, 2026
3,349,375

	Warrants		Weighted average exercise price
Balance, March 31, 2020	-	$	-
Issued	7,363,193		2.08
Balance, March 31, 2021	7,363,193	$	2.08
Issued	252,525		2.08
Balance, March 31, 2022	7,615,718	$	2.08

Name	Position Held with the Company	Age	Date First Elected or Appointed
Jonathan Awde	Director, Chief Executive Officer	44	November 2017
Gerald Aberle	Director, Chief Operating Officer	63	March 2022
James Berry	Vice-President of Exploration	59	March 2022
Shawn Campbell	Chief Financial Officer	41	March 2022
Jennifer Grafton	Director	46	March 2022
Amy Koenig	Director	48	March 2022
Alex Morrison	Director	58	March 2022
Stephen O'Rourke	Director	66	March 2022
Robert Quartermain	Director	67	March 2022

SUMMARY COMPENSATION TABLE
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ⁽¹⁾ ($)	Option Awards ⁽²⁾ ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jonathan Awde, CEO	2022 2021 2020	285,000 114,000⁽⁵⁾ --	194,480 -- --	1,732,500 -- --	1,410,454 -- --	-- -- --	-- -- --	17,716⁽⁴⁾ -- --	3,622,434 114,400 --
Shawn Campbell, CFO	2022	166,188⁽⁶⁾	52,887	618,750	1,091,965	--	--	--	1,929,790
Gerald Aberle, COO	2022 2021 2020	245,000 108,000 108,000	195,065 -- --	618,750 -- --	1,000,968 -- --	-- -- --	-- -- --	21,296⁽³⁾ -- --	2,081,079 108,000 108,000
James Berry, VP of Exploration	2022	92,308⁽⁷⁾	16,219	580,000	1,021,009	--	--	6,696	1,716,232

Named Executive Officer	Termination without "Just Cause" or Breach or Default by the Company $	Death or Disability $	Change of Control ⁽¹⁾ $	Double-Trigger ⁽²⁾ $
Jonathan Awde
Cash severance	997,500	-	-	997,500
Acceleration of equity awards ⁽³⁾	1,843,000	1,812,000	1,843,000	1,843,000
Total Termination Benefits	2,840,500	1,812,000	1,843,000	2,840,500

Shawn Campbell
Cash severance ⁽⁴⁾	525,000	-	-	525,000
Acceleration of equity awards ⁽³⁾	72,000	48,000	72,000	72,000
Total Termination Benefits	597,000	48,000	72,000	597,000

Gerald Aberle

Cash severance	910,000	-	-	910,000
Acceleration of equity awards ⁽³⁾	66,000	44,000	66,000	66,000
Total Termination Benefits	976,000	44,000	66,000	976,000

James Berry
Cash severance	525,000	-	-	525,000
Acceleration of equity awards ⁽³⁾	72,000	24,000	72,000	72,000
Total Termination Benefits	597,000	24,000	72,000	597,000

Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Jonathan Awde	129,166	258,334	-	4.76	May 17, 2026
Shawn Campbell	100,000	200,000	-	4.76	May 17, 2026
Gerald Aberle	91,666	183,334	-	4.76	May 17, 2026
James Berry	100,000	200,000	-	4.64	Oct 15, 2026

Director	Fees Earned or Paid in Cash $	Stock Awards $	Option Awards $	All Other Compensation $	Total $
Stephen O'Rourke	81,000⁽¹⁾	928,125	1,000,968	0	2,010,093
Alex Morrison	46,500⁽²⁾	556,875	668,828	0	1,272,203
Jennifer Grafton	27,394⁽³⁾	0	381,071	0	408,465
Amy Koenig	27,394⁽⁴⁾	0	381,071	0	408,465
Robert Quartermain	0	1,856,250	1,000,968	0	2,857,218

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾

Jonathan Awde	6,975,322⁽²⁾	9.7%
Gerald Aberle	4,353,896⁽³⁾	6.0%
Shawn Campbell	572,986⁽⁴⁾	0.8%
Robert Quartermain	8,049,902⁽⁵⁾	11.2%
Stephen O'Rourke	870,833⁽⁶⁾	1.2%
Alex Morrison	336,563⁽⁷⁾	0.5%
Jennifer Grafton	33,333⁽⁸⁾	0.0%
Amy Koenig	33,333⁽⁹⁾	0.0%
James Berry	225,000⁽¹⁰⁾	0.3%
All Directors and Officers as a Group (9 persons)	21,488,668	29.8%

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	4,499,375	N/A	1,750,625
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total:	4,499,375	N/A	1,750,625

		Fiscal year ended March 31, 2022
Audit fees	$	107,981	$
Audit-related fees		41,950
Tax fees		--
All other fees		--

Exhibit Number	Description
3.1	Articles of Incorporation of Dakota Gold Corp. (incorporated by reference to the Registration Statement on Form S-1 filed on March 28, 2022)
3.2	Certificate of Change Pursuant to NRS 78.209 to Articles of Incorporation of Dakota Gold Corp. (incorporated by reference to the Registration Statement on Form S-1 filed on March 28, 2022)
3.3	Certificate of Amendment to Articles of Incorporation of Dakota Gold Corp. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 5, 2022)
4.1	Description of Capital Stock *
4.2	Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed on May 6, 2022)
10.1	Employment Agreement effective as of March 12, 2021, by and between the Company and Jonathan Awde (incorporated by reference to the Annual Report on 10-K, filed June 29, 2021).
10.2	Employment Agreement, effective March 12, 2021, by and between the Company and Gerald Aberle (incorporated by reference to the Annual Report on 10-K, filed June 29, 2021).
10.3	Employment Agreement, effective June 1, 2021, by and between the Company and Shawn Campbell (incorporated by reference to the Annual Report on 10-K, filed June 29, 2021).
10.4	Employment Agreement, effective December 1, 2021, by and between the Company and James Berry. *
10.5	Dakota Territory Resource Corp. 2021 Stock Incentive Plan (incorporated by reference to Annex C to the Proxy Statement on Schedule 14A of Dakota Territory Resource Corp. filed on March 11, 2022)
10.6	Option Agreement for Purchase and Sale of Real Property dated October 14, 2021 between Homestake Mining Company of California, LAC Minerals (USA) LLC and Dakota Territory Resource Corp. (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4, filed February 1, 2022).
10.7	Option Agreement for Purchase and Sale of Real Property dated September 7, 2021 between Homestake Mining Company of California and Dakota Territory Resource Corp. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4, filed February 1, 2022)
21.1	Subsidiaries of Dakota Gold Corp.
23.1	Consent of Ham, Langston & Brezina, L.L.P.*
31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. **
32.2	Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. **
101.INS⁽¹⁾	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH⁽¹⁾	Inline XBRL Taxonomy Extension Schema Document
101.CAL⁽¹⁾	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF⁽¹⁾	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB⁽¹⁾	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE⁽¹⁾	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Term:	Five years.

Title:	Vice President of Exploration.

Duties:	All matters typical for a Vice President of Exploration, subject to the direction and control of the Chief Executive Officer.

Start Date:	December 1, 2021.

Salary:	You will receive a base fee of US$200,000 per annum.

Benefits:	The Corporation has benefits programs for its employees and designated consultants in which you will have the right to participate.

Annual Performance Bonus:	At the discretion of the Corporation, you may be eligible to receive an annual bonus, the terms and conditions of which may be determined between you and the Board and tied to the achievement of mutually agreeable performance targets including, among other things, the Corporation's success during the year.

Target Bonus:	You will be entitled to an annual target bonus payable in cash and equal to up to 40% of your base salary, the terms and conditions of which may be determined between you and the Board and tied to the achievement of mutually agreeable performance targets including, among other things, the Corporation's success during the year.

Expenses:	You will be entitled to reimbursement of all reasonable and necessary business expenses actually and properly incurred by you from time to time in furtherance of or in connection with the business of the Corporation including all travel expenses, parking, cell phone, laptop and entertainment expenses.

Vacation:	Each calendar year, you will be entitled to four (4) weeks (which comes to 160 hours) paid vacation per year to be taken at such times as you reasonably determine to be appropriate, having regard to the operations of the Corporation, provided you have received the approval of the Chief Executive Officer, and provided that such vacations may be taken only within the calendar year of entitlement and may not be accumulated from year to year. Your vacation entitlement shall be reduced and pro-rated to account for any partial calendar year of employment. Any office closures implemented by the Corporation during any holiday season or otherwise shall be applied against this vacation entitlement to the extent that such closures include non-statutory holiday work days.

Policies and Procedures:	You agree to be bound by all policies and procedures issued and updated from time to time by the Corporation.

Confidentiality:	At all times during and subsequent to your employment, you shall not disclose the contents of any confidential, proprietary or non-public information ("Confidential Information") to any person or entity or use, copy, transfer or destroy any Confidential Information other than as necessary in carrying out your duties on behalf of the Corporation without first obtaining the consent of the Board of the Corporation and shall take all reasonable precautions to prevent any inadvertent disclosure, use, copying, transfer or destruction of any Confidential Information. In addition, you shall not, following the termination of your employment for any reason possess, remove, or use any Confidential Information for any purpose whatsoever except as permitted and mutually agreed upon by yourself and the Board.

Termination:	You may resign and terminate this Agreement upon 4 weeks written notice to the Corporation for any or no reason. If you do so the Corporation will not have any liability to you whatsoever in respect of such resignation (including no requirement to pay severance or accelerate the vesting of equity-based awards). The Corporation may terminate your employment relationship at any time without notice or payment in lieu of notice for cause and shall not be required to pay any severance or accelerate the vesting of any equity-based awards. For purposes of the foregoing, "Cause" is defined as (A) the continued failure by employee to substantially perform his duties with the Corporation after a written demand for substantial performance is delivered to employee by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that employee has not substantially performed his duties, and the employee fails to cure such failure within fifteen (15) days after receipt of such demand, (B) the engaging by employee in conduct which is demonstrably and materially injurious to the Corporation, monetarily or otherwise (including the Chief Executive Officer's determination of conduct that constitutes a violation of any securities laws in the United States or Canada, whether federal, state or provincial), (C) employee's conviction for the commission of a felony or (D) action by employee toward the Corporation involving dishonesty.

Compensation Securities:	You will receive a grant of 300,000 options to purchase common shares in the Corporation. In addition, you will receive 125,000 share units of the Corporation. You will be eligible for participation in the Corporation's securities-based compensation plans.

Assignment:	You may not assign your rights and obligations under this Agreement. The Corporation, in its discretion, may assign its rights and obligations under this Agreement.

Employment Agreement:	This Agreement will serve as the employment agreement between the parties until it is replaced by a formal employment agreement, and it will be governed by the laws of South Dakota. Each party hereby agrees that good and valuable consideration has been exchanged for the execution of this Agreement, and in addition, you confirm that the Corporation has paid you US$10 to enter into this Agreement.