WAYZATA, Minn., March 14, 2014 /PRNewswire/ -- Dakota Plains Holdings, Inc. ("Dakota Plains" and "DAKP"), (OTCQB: DAKP) today announced financial results for the three and twelve months ended December 31, 2013.

Full Year 2013 Operational Summary


    --  The Company repositioned itself from a passive holding company to a
        company providing management oversight of the construction and the
        operations of the Pioneer Terminal, a 192 acre site with two 8,300 foot
        loop tracks each capable of 120 car unit trains, 180,000 barrels of
        crude oil storage, a high speed loading facility that can accommodate 10
        rail cars simultaneously, and transfer stations to receive crude oil
        from local gathering pipelines and trucks.  Nameplate capacity has
        increased from 30,000 bpd to 80,000 bpd as a result.
    --  Transloading joint venture volumes increased approximately 13% compared
        to 2012 with 8.6 million barrels transloaded in 2013, while construction
        of the Pioneer Terminal expansion was underway.
    --  Marketing joint venture volumes increased approximately 22% compared to
        2012 with 9.4 million barrels sold in 2013.
    --  Trucking joint venture volumes, which commenced in the fourth quarter of
        2012, were 5.6 million barrels in 2013 and the number of trucks
        increased from 8 to 27.
    --  The Company executed a new agreement with UNIMIN Corporation ("UNIMIN")
        to construct a 750,000 ton per year frac sand automated terminal, which
        remains on schedule for completion in May 2014. The facility, whose
        construction is being funded entirely by UNIMIN, will comprise 8,000
        tons of sand storage and four new ladder tracks, with Dakota Plains
        providing management oversight of the joint venture operations.

Full Year 2013 Financial Summary


    --  The Company completed a $15.0 million equity offering, reduced its
        senior notes from $26.6 million to $7.7 million, and ended the year with
        positive working capital.
    --  The transloading joint venture experienced a 23% increase in net income
        compared to 2012 primarily as a result of the 13% increase in barrels
        transloaded.
    --  The marketing joint venture recorded a 72% reduction in net income
        compared to 2012 primarily due to a significant narrowing of the Brent
        to WTI price spread from March through October 2013.
    --  The trucking joint venture recorded a modest income of $130,000 in 2013.
    --  Net loss was $(1.7) million compared to a net loss of $(2.0) million in
        2012.
    --  EBITDA was $2.4 million compared to $11.8 million in 2012, primarily due
        to a collapsed Brent to WTI pricing spread, Pioneer Terminal expansion,
        and costs associated with the transition to managing operations.
    --  The Company began consolidating reporting of the transloading joint
        venture at the end of the fourth quarter of 2013, which increases total
        assets to approximately $87 million and increases stockholders' equity
        from $37 million to over $62 million when compared to the equity
        accounting method applied previously.

Craig M. McKenzie, Chairman and Chief Executive Officer of Dakota Plains, said: "Last year was pivotal for Dakota Plains: we successfully completed the construction of the Pioneer Terminal expansion, transforming our operations in New Town, North Dakota; reduced corporate debt by $19 million; launched our inbound business with a major frac sand supplier; and expanded our organization to provide management oversight of all transloading operations. We accomplished these operational successes amidst a narrow Brent-WTI spread that prevailed over much of the year and negatively impacted returns from our marketing business."

McKenzie added: "For 2014 we are focused on increasing throughput rates at Pioneer to achieve our forecast average rate of 45,000 barrels per day and are considering further growth initiatives to leverage the Pioneer asset. We remain committed to improving the predictability and profitability of our marketing business."

Fourth Quarter 2013 Financial Results

The Company reported net income of $337,000 for the three months ended December 31, 2013, compared to net income of $10.3 million for the three months ended December 31, 2012. The net income for the fourth quarter of 2012 was primarily the result of a gain related to the November 2012 debt restructuring. Income from the Company's indirect ownership interest in both the transloading and marketing joint ventures were relatively flat for the three months ended December 31, 2013, compared to the three months ended December 31, 2012. General and administrative expenses were $2.5 million for the three months ended December 31, 2013, compared to $0.8 million for the three months ended December 31, 2012. General and administrative expenses were higher due to the non-cash expenses related to share issuances to employees and the board of directors, the additional expenses related to employees hired in 2013, and an increase in professional fees.

Income from the Company's investment in the transloading joint venture was $0.9 million for the three months ended December 31, 2013, compared to $0.9 million for the three months ended December 31, 2012. The total volume transloaded increased to 2.3 million barrels of crude oil compared to 2.1 million barrels of crude oil for the three months ended December 31, 2012.

Income from the Company's indirect investment in the marketing joint venture was $1.4 million for the three months ended December 31, 2013, compared to $1.4 million for the three months ended December 31, 2012. The total volume sold for the three months ended December 31, 2013, increased to 2.4 million barrels of crude oil compared to 2.0 million barrels of crude oil for the three months ended December 31, 2012. The increase in barrels sold was offset by a narrow spread between Brent and WTI that continued into the fourth quarter. Income from the Company's indirect investment in the marketing joint venture during the month of December 2013 was $2.7 million or net income of $3.34 per barrel.

The Company's indirect investment in the trucking joint venture resulted in a loss of $82,000 for the three months ended December 31, 2013. The trucking joint venture commenced operations in September 2012 and income for the three months ended December 31, 2012, was not recognized. Generally Accepted Accounting Principles ("GAAP") prohibited the Company from reporting income unless the Company provided financial support to the trucking joint venture, which was not the case. The trucking joint venture hauled 1.7 million barrels of crude oil for the three months ended December 31, 2013, compared to 378,000 barrels of crude oil for the three months ended December 31, 2012. The loss reflects the financing of 27 trucks and 55 drivers employed.

The Company recognized rental income of $78,000 for the three months ended December 31, 2013, compared to $57,000 for the three months ended December 31, 2012. The increase is a result of the Company having secured additional acreage at the end of 2012 and charging it back to the transloading joint venture.

Adjusted EBITDA for the three months ended December 31, 2013, was $97,000 compared to $1.8 million for the three months ended December 31, 2012. The difference was primarily driven by the increase in general and administrative expenses related to share issuances to employees and the board of directors, the additional expenses related to employees hired in 2013, and an increase in professional fees.

Full Year 2013 Financial Results

Net loss for the full year ended December 31, 2013, was $(1.7) million, or $(0.04) per diluted share compared to a net loss of $(2.0) million, or $(0.05) per diluted share for the full year ended December 31, 2012. The net loss for the full year ended December 31, 2013 was driven primarily by the 72% reduction in income from the Company's indirect ownership interest in the marketing joint venture, as a result of a lower per barrel margin due to the significant narrowing of the Brent to WTI price spread experienced from early March through October and increased legal and insurance expenses. In addition, general and administrative expenses were higher due to the recognition of non-cash expenses related to share issuances to employees and the board of directors, additional expenses related to employees hired in 2013, and an increase in professional fees. The 2012 net loss was mainly driven by the expense related to an embedded derivative. The charge was partially offset by the $14.7 million reported as a gain on extinguishment of debt and by higher income from the Company's indirect ownership interest in its marketing joint venture.

The Company recognized rental income of $349,000 for the full year ended December 31, 2013 compared to $266,000 for the full year ended December 31, 2012. The increased rental income is a result of the Company having secured additional acreage at the end of 2012 and charging it back to the transloading joint venture.

Income from the Company's investment in the transloading joint venture was $4.3 million for the year ended December 31, 2013 compared to $3.5 million for the year ended December 31, 2012, a 23% increase. Volume for the year ended December 31, 2013, was 8.6 million barrels of crude oil transloaded compared to 7.6 million barrels for the year ended December 31, 2012, a 13% increase.

Income from the Company's indirect investment in the marketing joint venture was $3.0 million for the full year ended December 31, 2013, compared to $10.4 million for the full year ended December 31, 2012, a 72% decrease. The marketing joint venture experienced a 22% increase in volume sold (9.4 million barrels of crude oil) during the year ended December 31, 2013, compared to volume sold (7.7 million barrels of crude oil) during the year ended December 31, 2012. The increase in volume sold was offset by lower per barrel margins as a result of significant contraction in the price spread between Brent and WTI from March through October, in addition to increased legal and insurance expenses.

Income from the Company's indirect investment in the trucking joint venture was $130,000 for the full year ended December 31, 2013. The trucking joint venture hauled 5.7 million barrels of crude oil and increased its trucking fleet to 27 trucks. The trucking joint venture continues to haul crude oil for the marketing joint venture as well as for third parties. The trucking joint venture commenced operations in September 2012, had eight trucks by year-end, and had hauled 407,000 barrels of crude oil for the year.

Adjusted EBITDA for the full year ended December 31, 2013, was $2.4 million compared to $11.8 million in 2012. The decrease in Adjusted EBITDA was primarily due to the decrease in income from the Company's indirect investment in the marketing joint venture as well as the increase in general and administrative expenses.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure. A reconciliation of this measure to its most directly comparable GAAP measure is included in the accompanying financial tables found later in this release. Management believes the use of this non-GAAP financial measure provides useful information to investors to gain an overall understanding of current financial performance. Specifically, management believes the non-GAAP results included herein provide useful information to both management and investors by excluding certain expenses and gains and losses on the extinguishment of debt that management believes are not indicative of Dakota Plains' core operating results. In addition, this non-GAAP financial measure is used by management for budgeting and forecasting as well as subsequently measuring Dakota Plains' performance, and management believes it is providing investors with a financial measure that most closely aligns to its internal measurement processes.

About Dakota Plains Holdings, Inc.

Dakota Plains Holdings, Inc. is an integrated midstream energy company, which competes through its 50/50 joint ventures to provide customers with crude oil off take services that include marketing, transloading and trucking of crude oil and related products. Direct and indirect assets include a proprietary trucking fleet, over 1000 railroad tank cars, and the Pioneer Terminal transloading facility centrally located in Mountrail County, North Dakota, for Bakken and Three Forks related Energy & Production activity. For more information please visit the corporate website at: www.dakotaplains.com.

Cautionary Note Regarding Forward Looking Statements

This announcement contains forward-looking statements that reflect the current views of Dakota Plains, including, but not limited to, statements regarding our future growth and plans for our business and operations. We do not undertake to update our forward-looking statements. These statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of lack of diversification, dependency upon strategic relationships, dependency on a limited number of major customers, competition for the loading, marketing and transporting of crude oil and related products, difficulty in obtaining additional capital that will be needed to implement business plans, difficulties in attracting and retaining talented personnel, risks associated with building and operating a transloading facility, changes in commodity prices and the demand for crude oil and natural gas, competition from other energy sources, inability to obtain necessary facilities, difficulty in obtaining crude oil to transport, increases in our operating expenses, an economic downturn or change in government policy that negatively impacts demand for our services, penalties we may incur, costs imposed by environmental laws and regulations, inability to obtain or maintain necessary licenses, challenges to our properties, technological unavailability or obsolescence, and future acts of terrorism or war, as well as the threat of war and other factors described from time to time in the company's reports filed with the U.S. Securities and Exchange Commission.

                                                                                                                                                      
                                                     DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
                                                                                                                                                      
                                                              CONSOLIDATED BALANCE SHEETS
                                                                                                                                                      
                                                              DECEMBER 31, 2013 AND 2012
                                                                                                                                                      
                                                                                                                                                      
                                                                        ASSETS
                                                                                                                                                         
                                                                                                                                                         
                                                                                                                                                         
                                                                                                             
                                                                     December 31,
                                                                    ------------
                                                                                                                                                         
                                                                                          2013                                                  2012
                                                                                          ----                                                  ----
                                                                                                                                                         
     CURRENT ASSETS
                                                                                                                                                        
       Cash and Cash
        Equivalents                      $13,011,608                                                                                      $2,340,083
                                                                                                             
       Income Tax
        Receivable                         1,120,057                                                                                              -
                                                                                                             
       Other Current
        Assets                               542,523                                                 30,632
                                                                                                             
       Due from Related
        Party                              2,840,292                                                 81,175
                                                                                                             
       Other Receivables                      68,896                                                                                              -
                                                                                                             
       Deferred Tax Asset                  3,728,000                                              1,414,000
                                                                                                                                                      
             Total Current Assets         21,311,376                                              3,865,890
                                          ----------                                              ---------
                                                                                                                                                         
                                                                                                                                                         
     PROPERTY AND EQUIPMENT
                                                                                                             
       Land                                3,166,849                                              3,166,849
                                                                                                             
       Site Development                    5,498,501                                              2,329,660
                                                                                                             
       Terminal                           19,813,452                                                                                              -
                                                                                                             
       Machinery                          12,702,655                                                                                              -
                                                                                                             
       Construction in
        Progress                           7,551,187                                                                                              -
                                                                                                             
       Other Property and
        Equipment                          6,747,349                                                 45,292
                                           ---------                                                 ------
                                                                                                                                                      
             Total Property and
              Equipment                   55,479,993                                              5,541,801
                                                                                                             
       Less -Accumulated
        Depreciation                       1,810,259                                                424,833
                                           ---------
                                                                                                                                                      
             Total Property and
              Equipment, Net              53,669,734                                              5,116,968
                                                                                                                                                         
                                                                                                                                                      
     PREFERRED DIVIDEND RECEIVABLE                                                     252,057                                               819,178
                                                                                                                                                         
                                                                                                                                                      
     INVESTMENT IN DPTS MARKETING, LLC                                              11,458,836                                            21,905,797
                                                                                                                                                         
                                                                                                                                                         
     INVESTMENT IN DAKOTA PETROLEUM TRANSPORT
                                                                                                                                                      
       SOLUTIONS, LLC                              -                                              5,331,599
                                                                                                                                                         
                                                                                                                                                        
     INVESTMENT IN DAKOTA PLAINS SERVICES, LLC                                          70,399                                                     -
                                                                                                                                                         
                                                                                                                                                      
     FINANCE COSTS, NET                                                                123,280                                               184,225
                                                                                                                                                         
                                                                                                                                                      
     DEFERRED TAX ASSET                                                                153,000                                             2,441,000
                                                                                                                                                         
                                                                                                                                                        
     OTHER ASSETS                                                                       15,902                                                     -
                                                                                        ------                                                   ---
                                                                                                                                                         
                                                                                                                                                        
             Total Assets                $87,054,584                                                                                     $39,664,657
                                         ===========                                                                                     ===========
                                                                                                                                                         
                                                                                                                                                      
                                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                                                                         
     CURRENT LIABILITIES
                                                                                                                                                        
       Accounts Payable                   $8,286,489                                                                                        $239,674
                                                                                                             
       Accrued Expenses                    1,547,645                                                232,905
                                                                                                             
       Accounts Payable -
        Related Parties                          722                                                                                              -
                                                                                                                                                      
       Income Taxes
        Payable                                    -                                              1,028,000
                                                                                                                                                      
       Deferred Rental
        Income                                     -                                                 20,679
                                                 ---                                                 ------
                                                                                                                                                      
             Total Current Liabilities     9,834,856                                              1,521,258
                                                                                                                                                         
                                                                                                                                                         
     LONG-TERM LIABILITIES
                                                                                                             
       Promissory Notes,
        Net of Debt
        Discount                           7,076,332                                             25,614,683
                                                                                                             
       Promissory Note,
        Pioneer Project                    7,500,000                                                                                              -
                                                                                                             
       Other Noncurrent
        Liabilities                           16,917                                                                                              -
                                                                                                                                                      
       Deferred Rental
        Income                                     -                                                165,434
                                                 ---                                                -------
                                                                                                                                                      
             Total Long-Term
              Liabilities                 14,593,249                                             25,780,117
                                          ----------                                             ----------
                                                                                                                                                         
                                                                                                                                                      
             Total Liabilities            24,428,105                                             27,301,375
                                          ----------                                             ----------
                                                                                                                                                         
                                                                                                                                                         
     STOCKHOLDERS' EQUITY
                                                                                                                                                        
       Preferred Stock -Par Value $.001; 10,000,000 Shares
        Authorized;
                                                                                                                                                        
         None Issued or
          Outstanding                              -                                                                                              -
                                                                                                                                                        
       Common Stock, Par Value $.001; 100,000,000 Shares
        Authorized; 54,206,380
                                                                                                             
         and 41,839,433 Issued
          and Outstanding,
          Respectively                        54,206                                                 41,839
                                                                                                             
       Additional Paid-In
        Capital                           43,836,032                                             17,432,904
                                                                                                             
       Accumulated Deficit               (6,836,825)                                            (5,111,461)
                                          ----------                                             ----------
                                                                                                             
       Total Equity Dakota
        Plains Holdings,
        Inc.                              37,053,413                                             12,363,282
                                                                                                             
       Non-controlling
        Interest in
        Subsidiary                        25,573,066                                                                                              -
                                                                                                                                                      
             Total Stockholders' Equity   62,626,479                                             12,363,282
                                          ----------                                             ----------
                                                                                                                                                         
                                                                                                                                                        
             Total Liabilities and
              Stockholders' Equity       $87,054,584                                                                                     $39,664,657
                                         ===========                                                                                     ===========

                                                                                                                                                                                                
                                                                        DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
                                                                                                                                                                                                
                                                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                                                                                                
                                                                         YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
                                                                                                                                                                                                
                                                                                                        
                                                                    Year Ended December 31,
                                                                   -----------------------
                                                                                                                                                                                                
                                                                                     2013                                               2012                                              2011
                                                                                     ----                                               ----                                              ----
                                                                                                                                                                                               
     REVENUES
                                                                                                                                                                                              
       Rental Income -
        Related Party                       $349,372                                                                                $266,483                                          $314,581
                                            --------                                                                                --------                                          --------
                                                                                                                                                                                                
                                                                                                                                                                                               
     OPERATING EXPENSES
                                                                                                                                                          
       General and
        Administrative
        Expenses                           8,449,125                                          2,901,907                                         3,897,066
                                                                                                                                                          
       Depreciation and
        Amortization                         179,546                                            165,313                                           159,275
                                             -------                                            -------                                           -------
                                                                                                                                                          
                                           8,628,671                                          3,067,220                                         4,056,341
                                                                                                                                                          
         Total Operating
          Expenses
                                                                                                                                                          
                                                                                                                                                                                                
                                                                                                                                                           
     LOSS FROM OPERATIONS                (8,279,299)                                         (2,800,737)                                      (3,741,760)
                                          ----------                                         ----------                                        ----------
                                                                                                                                                                                                
                                                                                                                                                                                               
     OTHER INCOME (EXPENSE)
                                                                                                                                                          
       Income from
        Investment in
        Dakota
        Petroleum
        Transport
        Solutions, LLC                     4,312,394                                          3,511,999                                         4,236,779
                                                                                                                                                          
       Income from
        Investment in
        DPTS Marketing
        LLC                                2,961,671                                         10,410,596                                         2,314,279
                                                                                                                                                                                              
       Income from
        Investment in
        Dakota Plains
        Services, LLC                        130,305                                                                                      -                                                 -
                                                                                                                                                          
       Interest Expense
        (Net of
        Interest
        Income)                           (3,630,950)                                      (29,211,978)                                       (3,371,812)
                                                                                                                                                          
       Gain (Loss) on
        Extinguishment
        of Debt                            1,726,515                                         14,708,909                                       (4,552,500)
                                                                                                                                                                                              
       Other Expense                              -                                                                                      -                                            (2,777)
                                                                                                                                                          
                                           5,499,935                                           (580,474)                                      (1,376,031)
                                                                                                                                                          
         Total Other Income
          (Expense)
                                                                                                                                                          
                                                                                                                                                                                                
                                                                                                                                                           
     LOSS BEFORE  TAXES                  (2,779,364)                                         (3,381,211)                                      (5,117,791)
                                                                                                                                                                                                
                                                                                                                                                           
     INCOME TAX BENEFIT                  (1,054,000)                                         (1,380,541)                                      (2,007,000)
                                          ----------                                         ----------                                        ----------
                                                                                                                                                                                                
                                                                                                                                                                                               
     NET LOSS                                                                 $(1,725,364)                                       $(2,000,670)                                      $(3,110,791)
                                                                              ===========                                        ===========                                       ===========
                                                                                                                                                                                                
                                                                                                                                                                                               
     Net Loss Per Common Share - Basic
      and Diluted                                                                  $(0.04)                                            $(0.05)                                           $(0.09)
                                                                                   ======                                             ======                                            ======
                                                                                                                                                                                                
                                                                                                                                                           
     Weighted Average Shares
      Outstanding -Basic and Diluted      42,338,999                                         39,792,973                                        35,214,940
                                          ==========                                         ==========                                        ==========

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                           DAKOTA PLAINS HOLDINGS,  INC. AND SUBSIDIARIES
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                        FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                     Retained
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                Additional                                           Earnings                                 Non-controlling                                Total
                                                                                                                                                                                                                                                                                                                                                
                                                                                       Common Stock                                    Paid-In                                                                              (Accumulated                                      Interest In                              Stockholders'
                                                                                       ------------
                                                                                                                                                                                                                                                                                                                                                  
                                                                                          Shares                                  Amount                                          Capital                                            Deficit)                                    Subsidiary                                 Equity
                                                                                          ------                                  ------                                          -------                                             -------                                    ----------                                 ------
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                 
    Balance - December 31, 2010                                                               30,592,744                                    $30,592                                           $2,238,763                                             $610,013                   $                       -                             $2,879,368
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Sale of Common Shares
                          at $2.125 Per Share  1,500,000                  1,500                            3,186,000                                                                                            -                                                                                    -                              3,187,500
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Sale of Common Shares
                          at $4.00 Per Share    500,000                    500                            1,999,500                                                                                            -                                                                                    -                              2,000,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares Related to
                          Consulting Agreements  2,280,000                  2,280                            2,161,470                                                                                            -                                                                                    -                              2,163,750
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Share Related to
                          Administrative
                          Services Agreement      2,000                      2                                4,248                                                                                            -                                                                                    -                                  4,250
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Restricted
                          Common Shares         600,000                    600                                 (600)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares as a Stock
                          Dividend            1,441,774                  1,442                               (1,442)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares to Board of
                          Directors              40,000                     40                               84,960                                                                                            -                                                                                    -                                 85,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares for Finance
                          Costs                   7,500                      8                               29,992                                                                                            -                                                                                    -                                 30,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                         Cash Dividend Paid                     -                                               -                                 (1,331,619)                                          (610,013)                                                                                    -                             (1,941,632)
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Share-Based
                          Compensation                          -                                               -                                     425,756                                                                                           -                                           -                                425,756
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares Pursuant to
                          Exercise of Warrants     50,000                     50                               14,200                                                                                            -                                                                                    -                                 14,250
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Warrants Issue Included
                          in Debt Discount                      -                                               -                                   1,346,816                                                                                           -                                           -                              1,346,816
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                         Net Loss                               -                                               -                                                                                  -                                           (3,110,791)                                          -                             (3,110,791)
                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                 
    Balance - December 31, 2011                                                               37,014,018                                     37,014                                           10,158,044                                           (3,110,791)                                          -                              7,084,267
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Acquisition of MCT
                          Holding Corporation    640,200                    640                                 (640)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares Pursuant to
                          Exercise of Warrants  2,386,578                  2,387                               (2,387)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Share-Based
                          Compensation                          -                                               -                                     477,604                                                                                           -                                           -                                477,604
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Restricted
                          Common Shares          38,437                     38                                  (38)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares Pursuant to
                          Debt Restructure    1,757,075                  1,757                            6,130,435                                                                                            -                                                                                    -                              6,132,192
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares to Board of
                          Directors               3,125                      3                               24,997                                                                                            -                                                                                    -                                 25,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Warrants Issued
                          Included in Debt
                          Discount                              -                                               -                                     644,889                                                                                           -                                           -                                644,889
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                         Net Loss                               -                                               -                                                                                  -                                           (2,000,670)                                          -                             (2,000,670)
                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                 
    Balance - December 31, 2012                                                               41,839,433                                     41,839                                           17,432,904                                           (5,111,461)                                          -                             12,363,282
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Share- Based
                          Compensation                          -                                               -                                   1,469,442                                                                                           -                                           -                              1,469,442
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Sale of Common Shares
                          at $2.15 per share  7,000,000                  7,000                           15,043,000                                                                                            -                                                                                    -                             15,050,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares Pursuant to
                          Debt Restructure    4,660,535                  4,660                           10,015,483                                                                                            -                                                                                    -                             10,020,143
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Restricted
                          Common Shares         794,063                    794                                 (794)                                                                                           -                                                                                    -                                      -
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Shares to
                          Executive              62,500                     63                              234,937                                                                                            -                                                                                    -                                235,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Issuance of Warrants
                          Pursuant to Consulting
                          Agreements                            -                                               -                                     208,663                                                                                           -                                           -                                208,663
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Issuance of Common
                          Shares to Board of
                          Directors             308,108                    308                            1,139,692                                                                                            -                                                                                    -                              1,140,000
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                 
                          Common Shares
                          Surrendered         (458,259)                   (458)                            (567,600)                                                                                           -                                                                                    -                               (568,058)
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                         Cost of Capital Raise                    -                                               -                                 (1,139,695)                                                                                           -                                           -                             (1,139,695)
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                          Creation of Non-
                          controlling Interest
                          in Subsidiary                         -                                               -                                                                                  -                                                    -                                  25,573,066                             25,573,066
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                              
                         Net Loss                               -                                               -                                                                                  -                                           (1,725,364)                                          -                             (1,725,364)
                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                 
    Balance - December 31, 2013                                                               54,206,380                                    $54,206                                          $43,836,032                                          $(6,836,825)                                $25,573,066                            $62,626,479
                                                                                              ==========                                    =======                                          ===========                                          ===========                                 ===========                            ===========

                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                           DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                       FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                            Year Ended December 31,
                                                                                                                                                                                                                            -----------------------
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                             2013                                           2012                                 2011
                                                                                                                                                                                                                                             ----                                           ----                                 ----
                                                                                                                                                                                                                                                                                                                                       
     CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                                                                                                                                                                                   
       Net Loss                                                                                  $(1,725,364)                                                      $(2,000,670)                                                       $(3,110,791)
                                                                                                                                                                                                                                                   
       Adjustments to Reconcile Net Loss to Net Cash
                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                   
          Used in Operating Activities
                                                                                                                                                                                                                                                                
                                                                               Depreciation and Amortization                                                          179,546                                                            165,313                                        159,275
                                                                                                                                                                                                                                                                
                                                                               Amortization of Debt Discount                                                          349,632                                                             58,272                                      1,346,816
                                                                                                                                                                                                                                                                                                 
                                                                               Amortization of Finance Costs                                                           70,728                                                             10,837                                              -
                                                                                                                                                                                                                                                                
                                                                               (Gain) Loss on Extinguishment of Debt                                               (1,726,515)                                                       (14,708,909)                                     4,552,500
                                                                                                                                                                                                                                                                
                                                                               Loss on Disposal of Property and Equipment                                                   -                                                                  -                                          2,776
                                                                                                                                                                                                                                                                
                                                                               Loss on Derivative Liability                                                                 -                                                         27,311,802                                      1,167,500
                                                                                                                                                                                                                                                                
                                                                               Deferred Income Taxes                                                                  (26,000)                                                        (2,412,000)                                    (2,010,000)
                                                                                                                                                                                                                                                                
                                                                               Share-Based Consulting Fees                                                            299,288                                                                  -                                      2,168,000
                                                                                                                                                                                                                                                                
                                                                               Increase (Decrease) in Deferred Rental Income                                          (24,793)                                                            40,271                                       (100,546)
                                                                                                                                                                                                                                                                
                                                                               Income from Investment in Dakota Petroleum Transport
                                                                                Solutions, LLC                                                                     (4,312,394)                                                        (3,511,999)                                    (4,236,779)
                                                                                                                                                                                                                                                                
                                                                               Income from Investment in DPTS Marketing LLC                                        (2,961,671)                                                       (10,410,596)                                    (2,314,279)
                                                                                                                                                                                                                                                                                                 
                                                                               Income for Investment in Dakota Plains Services, LLC                                  (130,305)                                                                 -                                              -
                                                                                                                                                                                                                                                                
                                                                               Non-cash Rental Income                                                                 (12,169)                                                           (42,783)                                       (80,986)
                                                                                                                                                                                                                                                                                                 
                                                                               Amortization of Deferred Rent                                                           (4,083)                                                                 -                                              -
                                                                                                                                                                                                                                                                
                                                                               Share-Based Compensation                                                             2,753,817                                                            502,604                                        510,756
                                                                                                                                                                                                                                                                                                 
                                                                               Changes in Working Capital and Other Items, Net of
                                                                                Consolidation of VIE:
                                                                                                                                                                                                                                                                                                 
                                                                                  Increase in Income Taxes Receivable                                              (1,120,057)                                                                 -                                              -
                                                                                                                                                                                                                                                                
                                                                                  Increase  in Other Current Assets                                                   (55,986)                                                           (13,876)                                       (16,756)
                                                                                                                                                                                                                                                                                                 
                                                                                  Decrease in Due from Related Party                                                   46,018                                                            (81,175)                                             -
                                                                                                                                                                                                                                                                
                                                                                  Increase (Decrease) in Accounts Payable                                              69,318                                                            207,058                                         (6,184)
                                                                                                                                                                                                                                                                
                                                                                  Increase (Decrease) in Income Taxes Payable                                      (1,028,000)                                                         1,028,000                                       (220,000)
                                                                                                                                                                                                                                                                
                                                                                  Increase (Decrease) in Accrued Expenses                                           1,307,740                                                            152,244                                         80,661
                                                                                                                                                                                                                                                                
                                                                                  Increase (Decrease) in Deferred Rental Income                                        (8,062)                                                          (104,485)                                        12,310
                                                                                                                                                                                                                                                                                                 
                                                                                  Increase in Other Assets                                                            (15,500)                                                                 -                                              -
                                                                                                                                                                                                                                                                
                                                                                                                                    (8,074,812)                                                      (3,810,092)                                   (2,095,727)
                                                                                                                                                                                                                                                                
                                                                                  Net Cash Used In Operating Activities
                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                       
     CASH FLOWS FROM INVESTING ACTIVITIES
                                                                                                                                                                                                                                                   
       Purchases of Property and Equipment                                                          (159,621)                                                       (2,116,490)                                                          (788,126)
                                                                                                                                                                                                                                                   
       Cash Received from DPTS Marketing LLC                                                      12,910,000                                                                 -                                                                  -
                                                                                                                                                                                                                                                   
       Preferred Dividends Received from DPTS Marketing LLC                                        1,065,753                                                                 -                                                                  -
                                                                                                                                                                                                                                                   
       Cash Received from Dakota Plains Services, LLC                                                 59,906                                                                 -                                                                  -
                                                                                                                                                                                                                                                   
       Cash Paid for Investment in Dakota Petroleum Transport Solutions, LLC                     (17,500,000)                                                                -                                                                  -
                                                                                                                                                                                                                                                   
       Cash Paid for Investment in DPTS Marketing LLC                                                      -                                                                 -                                                        (10,000,100)
                                                                                                                                                                                                                                                   
       Cash Received from Dakota Petroleum Transport Solutions, LLC                                1,757,896                                                         1,113,463                                                          1,952,210
                                                                                                                                                                                                                                                   
       Cash Received from Consolidation of Dakota Petroleum Transport
        Solutions, LLC                                                                             6,921,264                                                                 -                                                                  -
                                                                                                                                                                                                                                                                
                                                                                                                                     5,055,198                                                       (1,003,027)                                   (8,836,016)
                                                                                                                                                                                                                                                                
                                                                               Net Cash Provided By (Used In) Investing Activities
                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                       
     CASH FLOWS FROM FINANCING ACTIVITIES
                                                                                                                                                                                                                                                   
       Finance Costs Paid                                                                             (9,783)                                                         (195,062)                                                                 -
                                                                                                                                                                                                                                                   
       Common Shares Surrendered                                                                    (568,058)                                                                -                                                                  -
                                                                                                                                                                                                                                                   
       Proceeds from Issuance of Common Stock - Net of Issuance Costs                             13,910,305                                                                 -                                                          5,187,500
                                                                                                                                                                                                                                                   
       Proceeds from Exercise of Warrants                                                                  -                                                                 -                                                             14,250
                                                                                                                                                                                                                                                   
       Cash Paid for Debt Extinguishment Costs                                                      (218,641)                                                          (45,401)                                                          (150,000)
                                                                                                                                                                                                                                                   
       Cash Dividend Paid                                                                                  -                                                                 -                                                         (1,941,632)
                                                                                                                                                                                                                                                   
       Repayment of Promissory Notes                                                              (6,922,684)                                                         (500,000)                                                                 -
                                                                                                                                                                                                                                                   
       Proceeds from Promissory Notes                                                                      -                                                         6,140,000                                                                  -
                                                                                                                                                                                                                                                   
       Proceeds from Promissory Note, Pioneer Project                                              7,500,000                                                                 -                                                                  -
                                                                                                                                                                                                                                                   
       Proceeds from Senior Promissory Notes                                                               -                                                                 -                                                          3,500,000
                                                                                                                                                                                                                                                   
       Proceeds from Junior Promissory Notes                                                               -                                                                 -                                                          5,500,000
                                                                                                                                                                                                                                                                
                                                                                                                                    13,691,139                                                        5,399,537                                     12,110,118
                                                                                                                                                                                                                                                                
                                                                               Net Cash Provided By Financing Activities
                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                     
     NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                                                                                                                                         10,671,525                                        586,418                            1,178,375
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                     
     CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                                                                                                                                                    2,340,083                                      1,753,665                              575,290
                                                                                                                                                                                                                                        ---------                                      ---------                              -------
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                       
     CASH AND CASH EQUIVALENTS - END OF PERIOD                                                                                                                                                                                        $13,011,608                                     $2,340,083                           $1,753,665
                                                                                                                                                                                                                                      ===========                                     ==========                           ==========
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                       
     Supplemental Disclosure of Cash Flow Information
                                                                                                                                                                                                                                                   
       Cash Paid During the Period for Interest                                                   $3,085,750                                                        $1,831,353                                                           $858,082
                                                                                                  ==========                                                        ==========                                                           ========
                                                                                                                                                                                                                                                   
       Cash Paid During the Period for Income Taxes                                               $1,073,308                                                            $3,459                                                           $211,220
                                                                                                  ==========                                                            ======                                                           ========
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                   
       Non-Cash Financing and Investing Activities:
                                                                                                                                                                                                                                                                                                 
                                                                               Purchase of Property and Equipment Paid Subsequent to Period
                                                                                End                                                                                   $10,215                                                            $30,800                                        $30,800
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Fair Value of Warrants Issued for Debt Discount                        $                     -                                                         $1,048,889                                     $1,346,816
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Payment of Debt Extinguishment Costs through issuance of
                                                                                Common Stock                                                          $                     -                                            $                     -                                        $30,000
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Satisfaction of Derivative Liability with Common Stock                 $                     -                                                         $6,132,192                        $                     -
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Loss on Extinguishment of Debt Related to Derivative
                                                                                Liability                                                             $                     -                                            $                     -                                     $4,372,500
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Promissory Notes Issued to Satisfy Derivative Liability                $                     -                                                        $11,965,300                        $                     -
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Preferred Dividend Receivable                                                         $498,632                                                           $501,370                                       $317,808
                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                 
                                                                               Satisfaction of Promissory Notes through issuance of Common
                                                                                Stock                                                                             $10,020,143                                            $                     -                        $                     -



                                                     Dakota Plains Holdings, Inc.

                                                   Reconciliation of Adjusted EBITDA



                    Three Months Ended                                       Year Ended

                       December 31,                                         December 31,
                       ------------                                         ------------

                                         2013         2012                                      2013         2012         2011
                                         ----         ----                                      ----         ----         ----

    Net Income
     (Loss)                          $337,304  $10,342,009                               $(1,725,364) $(2,000,670) $(3,110,791)

    Add Back:

    Income Tax
     Provision
     (Benefit)                        228,000    5,985,000                                (1,054,000)  (1,380,541)  (2,007,000)

    Depreciation
     and
     Amortization                      47,623       41,378                                   179,546      165,313      159,275

    Share Based
     Compensation -
     Employees and
     Directors                        323,152      128,644                                 2,753,817      502,604      510,756

    Share Based
     Compensation -
     Consultants                       18,574            -                                   299,288            -    2,168,000

    Interest
     Expense                          868,775       (7,851)                                3,630,950   29,211,978    3,371,812

    Gain (Loss) on
     Extinguishment
     of Debt                       (1,726,515) (14,708,909)                               (1,726,515) (14,708,909)   4,552,500

    Adjusted EBITDA                   $96,913   $1,780,271                                $2,357,722  $11,789,775   $5,644,552
                                      =======   ==========                                ==========  ===========   ==========

CONTACT: Tim Brady, CFO, tbrady@dakotaplains.com, Phone: 952.473.9950, www.dakotaplains.com; Investor and Media Contact, Dan Gagnier, Sard Verbinnen, DGagnier@sardverb.com, Phone: 212.415.8972, www.sardverb.com

SOURCE Dakota Plains Holdings, Inc.