SRGZ 10-K
Star Gold Corp. (SRGZ)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from _____ to _____
Commission File Number
STAR GOLD CORP.
(Exact name of small business issuer as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| (Address of principal executive office) | 83815 (Postal Code) |
(
(Issuer’s telephone number)
| SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: | None |
| SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
Yes ☐
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post filed).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☐
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the Common Stock held by non-affiliates (as affiliates are defined in Rule 12b-2 of the Exchange Act) of the registrant, computed by reference to the average of the high and low sale price on October 31, 2025 was $
As of July 14, 2026 there were
STAR GOLD CORP.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2026
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “believes”, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
Risks related to the Company’s properties being in the exploration stage;
Risks related to the mineral operations being subject to government regulation;
Risks related to the Company’s ability to obtain additional capital to develop the Company’s resources, if any;
Risks related to mineral exploration and development activities;
Risks related to mineral estimates;
Risks related to the Company’s insurance coverage for operating risks;
Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;
Risks related to the competitive industry of mineral exploration;
Risks related to the title and rights in the Company’s mineral properties;
Risks related to the possible dilution of the Company’s common stock from additional financing activities;
Risks related to potential conflicts of interest with the Company’s management;
Risks related to the Company’s shares of common stock;
This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of Business” and “Management’s Discussion and Analysis” of this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
As used in this Annual Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company” mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.
Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto for the fiscal year ending April 30, 2026. The following statements may be forward-looking in nature and actual results may differ materially.
| BUSINESS. |
Corporate Background
The Company was originally incorporated on December 8, 2006, under the laws of the State of Nevada as Elan Development, Inc. On April 25, 2008, the name of the Company was changed to Star Gold Corp. Star Gold Corp. is an exploration stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals.
Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” (or the “Longstreet Project”). The Longstreet Property in its entirety comprises 142 mineral claims. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration.
The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry.
Overview of Mineral Exploration and Current Operations
Star Gold Corp. is an exploration stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. The Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest, that can be acquired, in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management. The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.
The Company will perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). The Company may enter joint venture agreements with other companies to fund further exploration and/or development work. It is the Company’s plan to focus on assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.
The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.
The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay a 3% Net Smelter Royalty (“NSR”) within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:
| Property name |
Longstreet |
|
| Third parties |
Great Basin Resources, Inc. and Clifford |
|
| Number of claims |
142 (1)(2)(3)(4) |
|
| Acres (approx.) |
2,500 |
|
| Agreements/Royalties |
||
| Royalties |
3% Net Smelter Royalty (“NSR”) |
|
| Annual advance royalty payment |
$12,000 |
|
| (1) |
Great Basin Resources, Inc. (“Great Basin”) took assignment from MinQuest, Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company. |
| (2) |
On August 12, 2019, the Company and Great Basin Resources, Inc. (“Great Basin”) agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the “2019 Amendment”). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended. |
| (3) |
On September 10, 2020, the Company accelerated the payment to Great Basin Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims. The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees. |
| (4) |
The Company shall pay Clifford a 2% net smelter royalty on net smelter returns which is inclusive of the overall 3% net smelter royalty for the properties. |
Compliance with Government Regulations
Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.
United States
Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.
Land Ownership and Mining Rights.
On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.
Mining Operations
The exploration of mining properties and development and operation of mines is governed by both federal and state laws.
The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).
Environmental Law
The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Company’s operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Company’s proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the exploration stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time.
Competition
Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact Star Gold Corp.’s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.
The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.
Office and Other Facilities
Star Gold Corp. currently maintains its administrative offices at 174 E. Neider Ave., Suite 222, Coeur d’Alene, ID 83815. The telephone number is (208) 664-5066. Star Gold Corp. does not currently own title to any real property.
Employees
The Company has no employees as of the date of this Annual Report on Form 10-K. Star Gold Corp. conducts business largely through independent contractor agreements with consultants.
Research and Development Expenditures
The Company has not incurred any research expenditures since incorporation.
Reports to Security Holders
The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov
| RISK FACTORS. |
The following factors, among others, could cause the actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere from time to time.
Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results may inherently differ from estimates. The unforeseen and uncontrollable factors include but are not limited to: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.
Failure to successfully address the risks and uncertainties described below would have a material adverse effect on the Company’s business, financial condition and/or results of operations, and the trading price of the Company’s common stock may decline and investors may lose all or part of their investment. Star Gold Corp. cannot ensure that the Company will successfully address these risks or other unknown risks that may affect its business.
Risks Related to the Company
The Company has a limited operating history on which to base an evaluation of the business and prospects
The Company has not derived any revenue from exploration of its properties. The Company’s operating history has been limited to the acquisition and exploration of mineral properties. Such history does not provide a meaningful basis for an evaluation of its prospects for success if future determinations are made that mineral reserves exist and to commence construction and operation of a mine. Other than through conventional and typical exploration methods and procedures, the Company has no additional means to evaluate the likelihood of whether its mineral property contains any mineral reserve or, if they do, that it will be operated successfully. The Company anticipates that it will continue to incur operating costs without realizing any operating revenues during the period it explores existing and any future acquired properties.
During the fiscal year ended April 30, 2026, the Company had a net loss of $824,850 in connection with the maintenance and exploration of its mineral properties and the operation of the exploration business. The Company therefore expects to continue to incur significant losses into the foreseeable future. The Company recognizes that if it is unable to generate significant revenues from mining operations and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of operations, the Company expects to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the development stage of their business. The Company cannot ensure it will be successful in addressing these risks and uncertainties and the failure to do so could have a materially adverse effect on its financial condition. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful and the Company can provide investors no assurance that we will generate any operating revenue or ever achieve profitable operations.
Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share if the Company issues additional employee/director/consultant options or if the Company sells additional shares to finance its operation.
The Company has not generated any operational revenues from the exploration of any properties. In order to further expand the Company’s business and meet its objectives, including but not limited to, obtaining funds to further explore the Company’s existing properties or to finance any acquisition activity, growth and/or additional exploration programs, should those opportunities present themselves, and depending on the outcome of its exploration programs, additional capital funding may need to be obtained through the sale and issuance of additional equity, debt or derivative securities. The Company may also, in the future, grant to some or all of its directors, officers, insiders and key employees/consultants, options or other rights to acquire common or preferred shares in the Company as non-cash incentives. The issuance of any additional equity securities could cause then-existing stockholders to experience dilution of their ownership interests.
Should the Company issue additional shares to finance its business activities, investors’ interests in the Company may be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. As of the date of the filing of this report there are outstanding 45,973,125 Common Share purchase warrants exercisable into 45,973,125 shares of common stock, and 9,900,000 options granted that are exercisable into 9,900,000 shares of common stock. If these are exercised or converted, these would represent approximately 22.4% of the Company’s then issued and outstanding shares. If all the warrants and options are exercised and the underlying shares issued, such issuance would cause a reduction in the proportionate ownership and voting power of all other stockholders. The dilution may result in a decline in the market price of the Company’s shares.
Conflicts of interest
Certain of the Company’s officers and directors may be or become associated with other businesses, including natural resource companies that acquire interests in properties. Such associations may give rise to conflicts of interests from time to time. The Company’s directors are required by law to act honestly and in good faith with a view to the Company’s best interests and to disclose any interest, which they may have in any of the Company’s projects or opportunities. In general, if a conflict of interest arises at a meeting of the Board of Directors, any director in a conflict will disclose their interest and abstain from voting on such matter or, if the director does vote, that vote will not be counted.
Dependence on Key Management Personnel
The Company’s ability to continue exploration and development activities and to develop a competitive edge in the marketplace depends, in large part, on its ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The Company’s development now, and in the future, will depend on the effort of key executives such as Lindsay Gorrill, Gerry Pascale and Tom Power. The loss of any of these key people could have a material adverse effect on the Company’s business. In addition, the Company has expanded the provisions of its stock option plan so the Company can provide incentive for the key personnel.
Failure to obtain additional financing
Unless and until the Company can generate revenues from operations, the Company’s main potential continuing source of funds will be additional debt and/or equity financings. There is no guarantee that the Company, if needed, will be able to raise additional funds through debt and/or equity financing or that any such financing will be able to be obtained on terms beneficial to the Company. If Star Gold Corp. is unsuccessful in raising additional funds, the Company may not be able to develop its properties.
Company Directors and Officers own 40,172,729 shares of the Company’s outstanding common stock (20.0%) which may cause corporate decisions influenced by the Directors and Officers to appear to be inconsistent with the interests of other stockholders.
Company directors and/or officers as a group control a combined 20.0% of the issued and outstanding shares of the Company’s common stock. Accordingly, while none of the current directors and/or officers (individually or collectively) can control, as shareholders, who is elected to the Board of Directors, since these individuals are not simply passive investors but are also active members of Company management, their interests as directors and/or officers and shareholders may, at times, be adverse to those interests of merely passive investors. Where those conflicts exist, stockholders will be dependent upon management exercising their fiduciary duties as members of the Board of Directors and/or as an officer. Also, due to their stock ownership position, members of the Company’s management team will have: (i) the ability to substantially influence the outcome of many (if not most) corporate actions requiring stockholder approval, including amendments to the Company’s Articles of Incorporation; and (ii) the ability to substantially influence corporate combinations or similar transactions that might benefit minority stockholders which may not be supported by management to the detriment of smaller and/or passive investors.
There is substantial risk that no commercially viable mineral deposits will be found due to speculative nature of mineral exploration.
Exploration for commercially viable mineral deposits is a speculative venture involving substantial risk. Star Gold cannot provide investors with assurance that any of its mining claim contains commercially viable mineral deposits. The exploration program that the Company will conduct on its claim may not result in the discovery of commercially viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, the Company may be unable to complete its business plan and investors could lose their entire investment.
The Company has no proven reserves.
We have no proven reserves at any of our properties. We only have measured, indicated, and inferred, along with assay samples at the Longstreet Property.
Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation SK, which first became applicable to us for the fiscal year ended April 30, 2022. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. You are cautioned that mineral resources do not have demonstrated economic value. Mineral resources are subject to further exploration and development, are subject to additional risks, and no assurance can be made of feasibility. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable. See Item 1A, Risk Factors.
Due to the inherent dangers involved in mineral exploration, there is a risk that the Company may incur liability or damages as it conducts its business.
The search for minerals involves numerous hazards. As a result, Star Gold Corp. may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which we may elect not to insure. Star Gold Corp. currently has no such insurance nor does the Company expect to acquire such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed the Company’s asset value and cause management to liquidate all the Company’s assets resulting in the loss of a stockholder’s entire investment.
Exploration efforts may be adversely affected by metals price volatility causing the Company to cease exploration efforts.
The Company has no earnings from operations. However, the success of any exploration effort is derived from the price of metals which are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities: 3) relative exchange rate of the U.S. dollar to other currencies; 4) global and regional demand and production; 5) global and regional political and economic conditions; and 6) production costs in major producing regions. These factors are beyond the Company’s control and are impossible for the Company to accurately predict.
There is no guarantee that current favorable prices for metals and other commodities will be sustained. If the market prices for these commodities fall the Company may suspend or cease exploration efforts.
Governmental regulation and environmental risks
The Company’s business is subject to extensive federal, state and local laws and regulations governing mining exploration, development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expense, capital expenditures or restrictions and delays in the exploration, mining, production or development of its properties.
Permitting and Studies
The Company is subject to governmental requirements related to permitting and preparation of various studies related to the impact of mining projects on the flora, fauna, the environment and physical areas in and around the area proposed to be mined. There are no guarantees that any studies, the Company is required to prepare, will be favorable to the Company’s intent to mine any project it develops, nor are there any guarantees that the Company will receive all, or any, of the permits needed for it to mine any project it develops.
Internal control, fraud detection and financial reporting
Should the Company fail to maintain an effective system of internal controls, it may not be able to detect fraud or report financial results accurately, which could harm the business and could subject the Company to regulatory scrutiny.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), the Company is required to perform an evaluation of the effectiveness of its internal controls over financial reporting. The Company is not required to have an independent registered public accounting firm test and evaluate the design and operating effectiveness of such internal controls and publicly attest to such evaluation. Continuing compliance with the requirements of Section 404 is expected to be expensive and time-consuming. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause the Company to fail to meet its reporting obligations.
Risks Associated with the Company’s common stock
Star Gold Corp. stock is a penny stock; stockholders will be more limited in their ability to sell their stock.
The shares of Star Gold Corp. common stock constitute “penny stocks” under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.
The “penny stock” rules adopted by the SEC under the Exchange Act subjects the sale of the shares of the Company’s common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.
Legal remedies, which may be available to an investor in “penny stocks,” are as follows:
| a) |
if “penny stock” is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back. |
| b) |
if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages |
| c) |
if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claims through arbitration. |
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer’s account by obtaining information concerning the customer’s financial situation, investment experience and investment objectives. The broker/dealer must also decide whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC’s rules may limit the number of potential purchasers of the shares of Star Gold Corp. common stock.
The Company’s stock price has been volatile and stockholder investment in the Company’s common stock could suffer a decline in value.
The Company’s common stock is quoted via the OTC Markets. The market price of the Company’s common stock may fluctuate significantly in response to a number of factors, some of which are beyond the Company’s control. These factors include price fluctuations of precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations and economic conditions in the United States.
Although the Company’s common stock is currently quoted via the OTC Markets, there are no assurances any public market for the Company’s common stock will continue. There are also no assurances as to the depth or liquidity of any such market or the prices at which holders may be able to sell the shares. An investment in these shares may be totally illiquid and investors may not be able to liquidate their investment readily or at all when they need or desire to sell.
The Company does not intend to pay any dividends on shares of common stock in the near future.
The Company does not currently anticipate declaring and paying dividends to its stockholders in the near future, and any future decision as to the payment of dividends will be at the discretion of the Board of Directors and will depend upon the Company’s earnings, financial position, capital requirements, plans for expansion and such other factors as the Board of Directors deems relevant. It is the Company’s intention to apply net earnings, if any, in the foreseeable future to finance the growth and development of the business.
| UNRESOLVED STAFF COMMENTS. |
None
| CYBERSECURITY. |
Any significant cyber incidents that they become aware of are reported to the board of directors. The Board of Directors does not have a designated cybersecurity committee, but the Audit Committee receives periodic updates on cybersecurity matters.
| PROPERTIES. |
The Company headquarters are located at 174 E. Neider Ave., Suite 222, Coeur d’Alene, ID 83815. The Company believes this office space and facilities are sufficient to meet the Company’s present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company.
The Company currently does not own any real property.
The Company is an exploration stage company with no proven or probable mineral reserves. There is no assurance that a commercially viable mineral deposit exists at the Longstreet Property. Further exploration will be required before any final determination as to the economic or legal feasibility may be made as to the Company’s property.
THE LONGSTREET PROPERTY
In January of 2010 Star Gold signed an agreement (the “Longstreet Agreement”) to lease with an option to acquire from MinQuest, Inc. (“MinQuest”), 60 unpatented mining claims totaling approximately 490 hectares. The Company completed its first phase of drilling in 2011. On July 9, 2010, the Company and MinQuest entered into an amended agreement to add an additional 10 claims and expanded the total to 70 unpatented claims. In addition, Star Gold agreed to reimburse MinQuest for 5 claims leased from a third party, Roy Clifford. The Longstreet Property comprises 142 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims acquired from local ranchers (Roy Clifford et al)), as well as 50 claims subsequently staked by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha) (Figure 6-1). The claims are located within Sections 9-17, 20, and 21 of T6N, R47E, MDB&M (Mount Diablo Base Line & Meridian), Nye County. The geographic coordinates of the central part of the property are approximately 38 degrees 22’0” N. Latitude and 116 degrees 40’00” W Longitude. The entire 142 claims (the 5 claims covered by the Clifford Lease are not subject to the Longstreet Agreement) comprise the Longstreet Property.
On July 25, 2017, MinQuest assigned, conveyed and transferred to Great Basin Resources, Inc. (“Great Basin”) all of the rights, title and interest of Minquest in and to the Longstreet Property and the Longstreet Agreement.
On September 10, 2020, Great Basin Resources, Inc. recorded a quit claim deed transferring title to the Longstreet Property claims to Star Gold Corp.
On March 18, 2022, Great Basin Resources, Inc. recorded an amended quitclaim deed and assignment correcting the mineral claims previously transferred and memorializing the assignment of the Clifford leases.
Of the 50 claims staked by Star Gold, 38 are adjacent to the eastern boundary of the property and were staked with the objective of providing a site for potential leach pads planned for future development of the Main Zone (the “Leach Pad Claims”). The remaining 12 claims staked by Star Gold lie along a corridor leading from the main Longstreet property to the Leach Pad Claims.
A list of claims, ownership and Bureau of Land Management (BLM) serial numbers is shown below:
| BLM Listed |
NMC |
Area |
|||
| Claim Name |
Owner |
Number |
(Acres) |
Date Located |
Renewal date |
| Morning Star |
Roy Clifford et al |
96719 |
20 |
7/1/1957 |
9/1/2026 |
| Longstreet 11 |
Roy Clifford et al |
164002 |
20 |
6/14/1980 |
9/1/2026 |
| Longstreet 12 |
Roy Clifford et al |
164003 |
20 |
6/14/1980 |
9/1/2026 |
| Longstreet 14 |
Roy Clifford et al |
164005 |
20 |
6/14/1980 |
9/1/2026 |
| Longstreet 15 |
Roy Clifford et al |
164006 |
20 |
6/14/1980 |
9/1/2026 |
| Longstreet 1A |
Star Gold Corp. |
799562 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 2A |
Star Gold Corp. |
799563 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 3A |
Star Gold Corp. |
799564 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 6A |
Star Gold Corp. |
799565 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 7A |
Star Gold Corp. |
799566 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 8A |
Star Gold Corp. |
799567 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 9A |
Star Gold Corp. |
799568 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 16A |
Star Gold Corp. |
799569 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 13 |
Star Gold Corp. |
799570 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 32 |
Star Gold Corp. |
799571 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 34 |
Star Gold Corp. |
799572 |
20 |
1/22/1999 |
9/1/2026 |
| Longstreet 4A |
Star Gold Corp. |
836168 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 5A |
Star Gold Corp. |
836169 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 8 |
Star Gold Corp. |
836170 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 10 |
Star Gold Corp. |
836171 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 10A |
Star Gold Corp. |
836172 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 28 |
Star Gold Corp. |
836173 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 30 |
Star Gold Corp. |
836174 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 36 |
Star Gold Corp. |
836175 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 37 |
Star Gold Corp. |
836176 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 39 |
Star Gold Corp. |
836177 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 41 |
Star Gold Corp. |
836178 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 43 |
Star Gold Corp. |
836179 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 45 |
Star Gold Corp. |
836180 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 47 |
Star Gold Corp. |
836181 |
20 |
2/2/2002 |
9/1/2026 |
| BLM Listed |
NMC |
Area |
|||
| Claim Name |
Owner |
Number |
(Acres) |
Date Located |
Renewal date |
| Longstreet 49 |
Star Gold Corp. |
836182 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 101 |
Star Gold Corp. |
836183 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 102 |
Star Gold Corp. |
836184 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 103 |
Star Gold Corp. |
836185 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 104 |
Star Gold Corp. |
836186 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 105 |
Star Gold Corp. |
836187 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 106 |
Star Gold Corp. |
836188 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 107 |
Star Gold Corp. |
836189 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 108 |
Star Gold Corp. |
836190 |
20 |
2/2/2002 |
9/1/2026 |
| Longstreet 12 |
Star Gold Corp. |
843867 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 14 |
Star Gold Corp. |
843868 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 16 |
Star Gold Corp. |
843869 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 18 |
Star Gold Corp. |
843870 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 20 |
Star Gold Corp. |
843871 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 26 |
Star Gold Corp. |
843872 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 42 |
Star Gold Corp. |
843873 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 44 |
Star Gold Corp. |
843874 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 46 |
Star Gold Corp. |
843875 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 48 |
Star Gold Corp. |
843876 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 50 |
Star Gold Corp. |
843877 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 40 |
Star Gold Corp. |
851568 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 118 |
Star Gold Corp. |
851569 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 119 |
Star Gold Corp. |
851570 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 120 |
Star Gold Corp. |
851571 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 121 |
Star Gold Corp. |
851572 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 122 |
Star Gold Corp. |
851573 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 123 |
Star Gold Corp. |
851574 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 124 |
Star Gold Corp. |
851575 |
20 |
9/29/2003 |
9/1/2026 |
| Longstreet 109 |
Star Gold Corp. |
855021 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 110 |
Star Gold Corp. |
855022 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 111 |
Star Gold Corp. |
855023 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 112 |
Star Gold Corp. |
855024 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 113 |
Star Gold Corp. |
855025 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 114 |
Star Gold Corp. |
855026 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 115 |
Star Gold Corp. |
855027 |
20 |
2/25/2003 |
9/1/2026 |
| Longstreet 56 |
Star Gold Corp. |
1025831 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 57 |
Star Gold Corp. |
1025832 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 58 |
Star Gold Corp. |
1025833 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 59 |
Star Gold Corp. |
1025834 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 60 |
Star Gold Corp. |
1025835 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 61 |
Star Gold Corp. |
1025836 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 62 |
Star Gold Corp. |
1025837 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 63 |
Star Gold Corp. |
1025838 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 64 |
Star Gold Corp. |
1025839 |
20 |
7/9/2010 |
9/1/2026 |
| BLM Listed |
NMC |
Area |
|||
| Claim Name |
Owner |
Number |
(Acres) |
Date Located |
Renewal date |
| Longstreet 65 |
Star Gold Corp. |
1025840 |
20 |
7/9/2010 |
9/1/2026 |
| Longstreet 200 |
Star Gold Corp. |
1073640 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 201 |
Star Gold Corp. |
1073641 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 202 |
Star Gold Corp. |
1073642 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 203 |
Star Gold Corp. |
1073643 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 204 |
Star Gold Corp. |
1073644 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 205 |
Star Gold Corp. |
1073645 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 206 |
Star Gold Corp. |
1073646 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 207 |
Star Gold Corp. |
1073647 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 208 |
Star Gold Corp. |
1073648 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 209 |
Star Gold Corp. |
1073649 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 210 |
Star Gold Corp. |
1073650 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 211 |
Star Gold Corp. |
1073651 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 212 |
Star Gold Corp. |
1073652 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 213 |
Star Gold Corp. |
1073653 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 214 |
Star Gold Corp. |
1073654 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 215 |
Star Gold Corp. |
1073655 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 216 |
Star Gold Corp. |
1073656 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 217 |
Star Gold Corp. |
1073657 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 218 |
Star Gold Corp. |
1073658 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 219 |
Star Gold Corp. |
1073659 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 220 |
Star Gold Corp. |
1073660 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 210 |
Star Gold Corp. |
1073661 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 220 |
Star Gold Corp. |
1073662 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 223 |
Star Gold Corp. |
1073663 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 224 |
Star Gold Corp. |
1073664 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 225 |
Star Gold Corp. |
1073665 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 226 |
Star Gold Corp. |
1073666 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 227 |
Star Gold Corp. |
1073667 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 228 |
Star Gold Corp. |
1073668 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 229 |
Star Gold Corp. |
1073669 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 230 |
Star Gold Corp. |
1073670 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 231 |
Star Gold Corp. |
1073671 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 232 |
Star Gold Corp. |
1073672 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 233 |
Star Gold Corp. |
1073673 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 234 |
Star Gold Corp. |
1073674 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 235 |
Star Gold Corp. |
1073675 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 236 |
Star Gold Corp. |
1073676 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 237 |
Star Gold Corp. |
1073677 |
20 |
6/22/2012 |
9/1/2026 |
| Longstreet 66 |
Star Gold Corp. |
1080730 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 238 |
Star Gold Corp. |
1080731 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 239 |
Star Gold Corp. |
1080732 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 240 |
Star Gold Corp. |
1080733 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 241 |
Star Gold Corp. |
1080734 |
20 |
9/5/2012 |
9/1/2026 |
| BLM Listed |
NMC |
Area |
|||
| Claim Name |
Owner |
Number |
(Acres) |
Date Located |
Renewal date |
| Longstreet 242 |
Star Gold Corp. |
1080735 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 243 |
Star Gold Corp. |
1080736 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 244 |
Star Gold Corp. |
1080737 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 245 |
Star Gold Corp. |
1080738 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 246 |
Star Gold Corp. |
1080739 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 247 |
Star Gold Corp. |
1080740 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 248 |
Star Gold Corp. |
1080741 |
20 |
9/5/2012 |
9/1/2026 |
| Longstreet 301 |
Star Gold Corp. |
1116062 |
20 |
10/21/2015 |
9/1/2026 |
| Longstreet 302 |
Star Gold Corp. |
1116063 |
20 |
10/21/2015 |
9/1/2026 |
| Longstreet 303 |
Star Gold Corp. |
1116064 |
20 |
10/21/2015 |
9/1/2026 |
| Longstreet 304 |
Star Gold Corp. |
1116065 |
20 |
10/22/2015 |
9/1/2026 |
| Longstreet 305 |
Star Gold Corp. |
1116066 |
20 |
10/23/2015 |
9/1/2026 |
| Longstreet 306 |
Star Gold Corp. |
1116067 |
20 |
10/23/2015 |
9/1/2026 |
| Longstreet 307 |
Star Gold Corp. |
1116068 |
20 |
10/24/2015 |
9/1/2026 |
| Longstreet 308 |
Star Gold Corp. |
1116069 |
20 |
10/25/2015 |
9/1/2026 |
| Longstreet 309 |
Star Gold Corp. |
1116070 |
20 |
10/26/2015 |
9/1/2026 |
| Longstreet 310 |
Star Gold Corp. |
1116071 |
20 |
10/26/2015 |
9/1/2026 |
| Longstreet 311 |
Star Gold Corp. |
1116072 |
20 |
10/26/2015 |
9/1/2026 |
| Longstreet 312 |
Star Gold Corp. |
1116073 |
20 |
10/27/2015 |
9/1/2026 |
| Longstreet 313 |
Star Gold Corp. |
1116074 |
20 |
10/20/2015 |
9/1/2026 |
| Longstreet 314 |
Star Gold Corp. |
1116075 |
20 |
10/20/2015 |
9/1/2026 |
| Longstreet 315 |
Star Gold Corp. |
1116076 |
20 |
10/20/2015 |
9/1/2026 |
| Longstreet 316 |
Star Gold Corp. |
1116077 |
20 |
10/20/2015 |
9/1/2026 |
| Longstreet 317 |
Star Gold Corp. |
1116078 |
20 |
10/20/2015 |
9/1/2026 |
| 2,840 |
Star Gold must make annual claim filing fees ($200.00 per claim in 2026) with the Bureau of Land Management (BLM), and Nevada/Nye County claim filing fees of $12.00 per claim plus $12.00 for filing with the Nye County office at Tonopah, NV. The fiscal year ended April 30, 2026 annual claim payments totaled $30,866.
Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. (“Great Basin”), as amended, which was originally entered into by the Company on or about January 15, 2010 (the “Longstreet Agreement”), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company’s common stock.
On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of 18 months (the “Consulting Agreement”). Under the Consulting Agreement, the Company agreed to pay Great Basin $7,500 per month for the term of the Consulting Agreement.
On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $22,500 lump sum payment and three subsequent monthly payments of $7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company.
The August 24, 2020 Amendment also grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.
In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims.
The first vein mapping program ever done at Longstreet was completed in October 2002. This work disclosed that gold-bearing veins at Main, as well as 6 other targets in the project area are steeply dipping. Most of the previous drilling was vertical. This indicates high potential to increase continuity, tonnage and grade of the resource. Surface geochemical sampling of veins from all the currently defined targets found gold values up to 18.1 g/t. The property contains strong potential for both open pit heap-leachable and high-grade millable ore.. Comparison to this and other historic or producing mines is strictly informational relative to location and similar geologic characteristics.
History: The Longstreet Property was discovered in the early 1900’s but had limited development work until 1929. A 1929 report and maps show development of the “Golden Lion Mine” on two levels spaced 75 meters apart vertically. The report indicates development of 300,000 tons of “vein material” averaging 0.20 oz/ton (6.8 g/t) gold and 8 oz/ton (274 g/t) silver. A mill was constructed, the remnants of which are still on the property. However, the small stopes underground indicate very little mining was done and the operation was abandoned.
The property lay idle until 1980 when Keradamex Inc. and E & B Exploration formed a joint venture to explore the property. The venture conducted soil and rock chip geochemical surveys, limited underground sampling and drilled seven angle core holes (one was abandoned) into the Main mine workings area. This drilling revealed the presence of fracture related gold mineralization up to 36 meters thick extending into the hanging wall of the vein structure. In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. and Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.
| Historic Drilling Summary |
|||
| Date |
Company |
Number of Holes |
Total Footage |
| 1980 |
Keradamex |
7 |
NA |
| 1982-1983 |
Minerva |
- |
UG Sampling, no drilling |
| 1984-1997 |
Naneco |
Approx. 500 |
NA, RC and air track |
| 1987 |
Cyprus |
7 |
3,000 |
| 2002-2005 |
R.E.M. |
30 |
11,000 |
In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.
In early 1984 Naneco Resources Ltd., an Alberta company, acquired all of the assets of Minerva and an additional 10 percent interest in the property from Geomex. As operator, Naneco immediately initiated drilling. In 1985, with over 200 RC holes drilled the venture announced encouraging results with anomalous grades of gold and silver throughout its drilling samples.
During the next few years Naneco increased its interest from 53 percent to 100 percent, conducted additional metallurgy, economic evaluation and drilling. At least 492 RC holes were drilled, most within the Main resource area. Unable to raise money because of falling gold prices and strapped with high land payments to the claim owners, Naneco relinquished the property in 1998. MinQuest acquired it shortly thereafter. The Cyprus target, which was evaluated by Cyprus Minerals Company in 1987 was acquired by MinQuest in early 2002.
The property was optioned to Rare Earth Metals Corp. (REM) in May of 2002. REM later changed its name to Harvest Gold. Mapping and geochemical sampling of the 7 targets shown on the attached map was completed in October 2002. From 2003 through 2005 REM drilled 30 holes into Main totaling 3,350 meters. The drill holes were angled toward the intersection of the two primary sheeted vein sets. Results showed a 20% improvement in average grade over vertical drilling.
Following the split of REM into Harvest Gold and VMS Ventures, Inc. Harvest performed no further work at Longstreet after late 2005. The property was finally returned to MinQuest in August 2009. By agreement with Minquest, on January 15, 2010 Star Gold Corp. received an option to acquire the portions of the property covered by the option.
Star Gold began drilling in the fall of 2011. A 16-hole program at Main showed new intercepts at depth in the central portion of the deposit. Intercept thicknesses of +0.01 oz./ton gold equivalent values are 65 to 120 feet. Of the 16 holes drilled 8 have +100 feet thicknesses of +0.01 oz./ton gold equivalent and 4 have +200 feet thicknesses of +0.01 oz./ton gold equivalent. Drill hole LS-1101 has 305 feet of +0.01 oz./ton gold equivalent. Gold equivalent values were derived from the following formula: AuEq oz./ton = Au oz./ton + (Ag oz./ton)/60. Drilling results are shown in the table below.
Drill samples were sent through a rotating, wet sample splitter attached to the drill to reduce the sample volume and maintain a representative sample. Drill helpers, under the supervision of the project geologist, collected and bagged an ‘A’ and ‘B’ sample on 5-foot intervals. Procedurally, an ‘A’ sample is collected and held by the project geologist for security purposes until it can be delivered to an assay facility. The ‘B’ sample then remains on site as a duplicate or backup sample if needed at a later date. A blank and two known ’standard’ pulps are then submitted randomly spaced with each drill hole. Once assays are available, they are examined for unexpected high or low values. If unexpected high or low values are encountered, the ‘B’ splits may be collected and submitted, or the lab may be requested to re-assay the pulp or reject in question. The ‘check’ samples and ’standard’ are examined to insure they agree with the original or know within accepted limits, usually +/- 10%.
ALS Chemex of Reno, Nevada did all sample preparation, including crushing, grinding and preparation of the assay pulps. The samples were never left unattended or unsecured by project geologist, drilling or laboratory staff nor are they handled by officers, directors or associates of Star Gold.
Sample preparation involves crushing the entire sample to -10 mesh, splitting, then pulverizing 1,000 grams to 75% passing 75-micron mesh. These pulps are then transferred within the ALS Chemex facility for assay. Both gold and silver assays are done by fire assay with an AA finish. The standard Star Gold-Longstreet submittal to ALS Chemex requests a 30-gram charge for gold fire assay. Assays which exceed 10 g/ton are automatically subjected to a gravimetric finish. Select sample intervals, usually those near intervals assaying significant gold, are chosen by the project geologist for re-assay also.
The Longstreet Project is affiliated with a paleo-hot springs system in a caldera associated volcanic setting. Star Gold hopes to develop an open pit, bulk minable, heap leachable gold/silver mine at Longstreet.
No party reading this report should conclude the Longstreet property has economic mineralization due to Longstreet’s proximity to any historic or producing mines and any information regarding any such historic or producing mines is strictly informational relative to location and similar geologic characteristics.
Regional Geology and Mineralization: The Longstreet Property is located in the Nevada portion of the Basin and Range Province. This geological province is characterized by repeated episodes of compressional deformation in Paleozoic and Mesozoic time followed by extensional deformation and extensive magmatism and volcanism in Cenozoic time. Gold deposits are most often described as being associated with ‘mineralization trends’ that reflect deep crustal structures and magmatism, such as the ‘Walker Lane’ and the ‘Carlin Trend’. The Longstreet Project is in the Monitor Range, adjacent to the northwest trending Walker Lane volcanic-hosted gold trend that includes such world-class deposits as the Comstock and Goldfields mining camps.
| 2013 Drill Results Longstreet (≥ 5 feet @ ≥ 0.01 oz./ton gold equivalent) 08/26/13 |
||||||||||
| From |
To |
Interval |
TRUE |
Gold |
Silver |
TRUE |
Gold |
Silver |
Au Equiv. |
|
| Hole No. |
(feet) |
(feet) |
(feet) |
Width |
(oz./ton) |
(oz./ton) |
Width (m) |
(g/t) |
(g/t) |
(oz./ton) |
| LS-1301 |
45 |
50 |
5 |
5 |
0.008 |
0.274 |
1.5 |
0.263 |
9.4 |
0.012 |
| 150 |
160 |
10 |
10 |
0.016 |
0.058 |
3.0 |
0.535 |
2.0 |
0.017 |
|
| 190 |
215 |
25 |
25 |
0.009 |
0.141 |
7.6 |
0.300 |
4.8 |
0.011 |
|
| LS-1302 |
0 |
40 |
40 |
36 |
0.015 |
0.894 |
11.0 |
0.516 |
30.6 |
0.030 |
| 70 |
165 |
95 |
85.5 |
0.009 |
0.482 |
26.1 |
0.307 |
16.5 |
0.017 |
|
| 205 |
270 |
65 |
58.5 |
0.012 |
0.444 |
17.8 |
0.396 |
15.2 |
0.019 |
|
| LS-1303 |
85 |
110 |
25 |
25 |
0.003 |
0.935 |
7.6 |
0.098 |
32.0 |
0.018 |
| 145 |
150 |
5 |
5 |
0.009 |
0.105 |
1.5 |
0.292 |
3.6 |
0.010 |
|
| 165 |
170 |
5 |
5 |
0.007 |
0.201 |
1.5 |
0.238 |
6.9 |
0.010 |
|
| 185 |
230 |
45 |
45 |
0.006 |
0.374 |
13.7 |
0.191 |
12.8 |
0.012 |
|
| 255 |
300 |
45 |
45 |
0.004 |
0.326 |
13.7 |
0.148 |
11.2 |
0.010 |
|
| LS-1304 |
35 |
50 |
15 |
15 |
0.004 |
0.388 |
4.6 |
0.130 |
13.3 |
0.010 |
| 60 |
85 |
25 |
25 |
0.008 |
0.384 |
7.6 |
0.258 |
13.1 |
0.014 |
|
| 130 |
155 |
25 |
25 |
0.065 |
0.467 |
7.6 |
2.218 |
16.0 |
0.073 |
|
| LS-1305 |
15 |
30 |
15 |
15 |
0.007 |
0.184 |
4.6 |
0.226 |
6.3 |
0.010 |
| 45 |
145 |
100 |
100 |
0.009 |
0.306 |
30.5 |
0.305 |
10.5 |
0.014 |
|
| 210 |
220 |
10 |
10 |
0.006 |
0.291 |
3.0 |
0.220 |
10.0 |
0.011 |
|
| LS-1306 |
45 |
50 |
5 |
5 |
0.004 |
0.523 |
1.5 |
0.120 |
17.9 |
0.012 |
| 205 |
295 |
90 |
90 |
0.003 |
0.521 |
27.4 |
0.095 |
17.9 |
0.011 |
|
| LS-1307 |
120 |
145 |
25 |
25 |
0.007 |
0.783 |
7.6 |
0.236 |
26.8 |
0.020 |
| LS-1308 |
85 |
90 |
5 |
5 |
0.009 |
0.146 |
1.5 |
0.314 |
5.0 |
0.012 |
| 180 |
190 |
10 |
10 |
0.003 |
0.444 |
3.0 |
0.101 |
15.2 |
0.010 |
|
| 280 |
340 |
60 |
60 |
0.003 |
0.833 |
18.3 |
0.104 |
28.5 |
0.017 |
|
| LS-1309 |
0 |
10 |
10 |
10 |
0.015 |
0.304 |
3.0 |
0.509 |
10.4 |
0.020 |
| 40 |
265 |
225 |
225 |
0.022 |
0.678 |
68.6 |
0.750 |
23.2 |
0.033 |
|
| 330 |
340 |
10 |
10 |
0.005 |
0.492 |
3.0 |
0.169 |
16.9 |
0.013 |
|
| LS-1310 |
0 |
20 |
20 |
20 |
0.010 |
0.349 |
6.1 |
0.342 |
12.0 |
0.016 |
| LS-1311 |
0 |
30 |
30 |
30 |
0.004 |
0.471 |
9.1 |
0.140 |
16.1 |
0.012 |
| 50 |
115 |
65 |
65 |
0.010 |
0.798 |
19.8 |
0.351 |
27.3 |
0.024 |
|
| 350 |
360 |
10 |
10 |
0.002 |
0.581 |
3.0 |
0.070 |
19.9 |
0.012 |
|
| LS-1312 |
45 |
60 |
15 |
15 |
0.010 |
0.091 |
4.6 |
0.343 |
3.1 |
0.012 |
| 120 |
125 |
5 |
5 |
0.005 |
0.321 |
1.5 |
0.172 |
11.0 |
0.010 |
|
| 150 |
255 |
105 |
105 |
0.012 |
1.056 |
32.0 |
0.423 |
36.2 |
0.030 |
|
| 290 |
380 |
90 |
90 |
0.006 |
0.494 |
27.4 |
0.191 |
16.9 |
0.014 |
|
| LS-1313 |
0 |
15 |
15 |
15 |
0.009 |
0.288 |
4.6 |
0.308 |
9.9 |
0.014 |
| 50 |
105 |
55 |
55 |
0.019 |
0.735 |
16.8 |
0.641 |
25.2 |
0.031 |
|
| 120 |
130 |
10 |
10 |
0.004 |
0.720 |
3.0 |
0.138 |
24.7 |
0.016 |
|
| 160 |
200 |
40 |
40 |
0.038 |
0.810 |
12.2 |
1.300 |
27.7 |
0.051 |
|
| 245 |
250 |
5 |
5 |
0.013 |
0.277 |
1.5 |
0.439 |
9.5 |
0.017 |
|
| LS-1314 |
0 |
65 |
65 |
65 |
0.017 |
0.787 |
19.8 |
0.572 |
27.0 |
0.030 |
| 245 |
340 |
95 |
95 |
0.004 |
1.424 |
29.0 |
0.134 |
48.8 |
0.028 |
|
| 355 |
380 |
25 |
25 |
0.003 |
0.423 |
7.6 |
0.102 |
14.5 |
0.010 |
|
| LS-1315 |
0 |
15 |
15 |
15 |
0.005 |
0.318 |
4.6 |
0.176 |
10.9 |
0.010 |
| 50 |
55 |
5 |
5 |
0.012 |
0.520 |
1.5 |
0.406 |
17.8 |
0.021 |
|
| 95 |
100 |
5 |
5 |
0.003 |
0.742 |
1.5 |
0.093 |
25.4 |
0.015 |
|
| 145 |
150 |
5 |
5 |
0.002 |
1.323 |
1.5 |
0.056 |
45.3 |
0.024 |
|
| 205 |
210 |
5 |
5 |
0.003 |
0.689 |
1.5 |
0.092 |
23.6 |
0.014 |
|
| LS-1316 |
0 |
30 |
30 |
30 |
0.014 |
0.215 |
9.1 |
0.482 |
7.4 |
0.018 |
| 175 |
185 |
10 |
10 |
0.010 |
0.254 |
3.0 |
0.334 |
8.7 |
0.014 |
|
| 220 |
225 |
5 |
5 |
0.012 |
0.239 |
1.5 |
0.408 |
8.2 |
0.016 |
|
| 240 |
280 |
40 |
40 |
0.019 |
0.596 |
12.2 |
0.651 |
20.4 |
0.029 |
|
| LS-1317 |
50 |
55 |
5 |
5 |
0.004 |
0.493 |
1.5 |
0.153 |
16.9 |
0.013 |
| 95 |
100 |
5 |
5 |
0.003 |
0.432 |
1.5 |
0.096 |
14.8 |
0.010 |
|
| LS-1318 |
0 |
15 |
15 |
15 |
0.009 |
0.450 |
4.6 |
0.323 |
15.4 |
0.017 |
| 25 |
75 |
50 |
50 |
0.005 |
0.281 |
15.2 |
0.186 |
9.6 |
0.010 |
|
| LS-1319 |
0 |
20 |
20 |
20 |
0.015 |
0.190 |
6.1 |
0.503 |
6.5 |
0.018 |
| 175 |
205 |
30 |
30 |
0.032 |
10.340 |
9.1 |
1.087 |
354.1 |
0.204 |
|
| including |
180 |
185 |
5 |
5 |
0.166 |
54.312 |
1.5 |
5.690 |
1,860.0 |
1.071 |
| LS-1320 |
Hole abandoned at 100 feet. No +0.01 Au Equiv. results |
|||||||||
Note: Au Equiv. calculation uses Au/Ag ratio of 60/1
The Monitor Range is a westward-tilted fault block that has been elevated by normal faults along its eastern front and is typical of the uplifted mountains of the Basin and Range Province. The ranges are topographic highs rising above alluvium-filled valleys generated by Tertiary extensional tectonics. Central Nevada was an area of intense Oligocene – Miocene ash-flow volcanism that created numerous calderas and their outflow products. At least 13 calderas that range in age between 32 and 22 Ma have been mapped or interpreted in the area extending from the Shoshone Mountains eastward to the Monitor Range. The southern Monitor Range consists Mainly of Tertiary age volcanic and hypabyssal rocks related to the eruption of the Big Ten Peak volcano and a nearby unnamed 29 Ma caldera (Kleinhampl and Ziony, 1985) intruding and overlying Paleozoic sedimentary and metamorphic rocks.
The Paleozoic rocks are thrust-faulted marine sedimentary rocks comprised of quartzite, argillite and limestone of Cambrian, Ordovician and Silurian age. Minor amounts of Permian marine sediments are also present in the Georges Canyon area.
In the southern Monitor Range Tertiary age volcanic rocks comprise more than 90% of the exposed bedrock. These rocks are more than 1 km thick and are predominantly flat lying. Early Oligocene to early Miocene rhyolitic to dacitic ash-flow tuffs, with rhyolitic welded tuff are the thickest and most extensive units. Most of the Tertiary intrusions in the region are rhyolitic, but several small dacitic to andesitic dikes are present in the Georges Canyon area.
Mineral deposits in this part of the Basin and Range Province are varied and widespread and some of them have had substantial metal production..
The oxidized ore is described as a closely spaced set of steeply dipping veins and veinlets following northwest-trending faults and associated joints over broad areas. Significant gold mineralization is not found in northeast-trending faults and fractures. The vein/veinlet system contains quartz, adularia, limonite (oxidized from pyrite), manganese oxide and associated native free gold. Flat veins are similar to the steep veins in character and mineral content, but with more brecciation of the wall rocks. Gold contents also appear to be higher in the flat veins. The adularia in the ore related veins is dated at 25.9 to 26.6 Ma. (Henry, Castor and Elson, 1996).
No party reading this report should conclude the Longstreet Property has economic mineralization due to Longstreet’s proximity to any historic or producing mines and any information regarding any such historic or producing mines is strictly informational relative to location and similar geologic characteristics.
Hydrothermal alteration associated with the bulk mineable ore is evidenced by silicification and the replacement of magmatic feldspar by hydrothermal feldspar engendered by a potassium-rich hydrothermal fluid (Sander, 1988).
Metallurgy: 2013 Metallurgical Test Program
The 2013 metallurgical test work program was conducted by McLelland Laboratories under the direction of a QP metallurgical engineer contracted by Star Gold. The program included bottle roll tests, column tests and comminution tests and mineralogical examination.
Section Sample Assays
A total of 65 underground adit samples weighing 816 pounds (370kg) and three surface samples weighing 904 pounds (410kg) were collected for metallurgical testing. Each of these samples were crushed to 100% -2 inches (50mm) and assayed for gold and silver in duplicate. Samples were combined to generate surface and underground composites, as well as a blended master composite. Triplicate direct assays were conducted on each composite. Standard deviations between triplicate head assays were high, particularly for the surface master composite. The agreement between the triplicate splits was not good, however the average of the triplicate assays is close to what was expected, based on the section assays. It was noted that the quality control samples all checked out as well, which indicates that the assays are good and the gold occurrence in the potentially economic mineralization is just a little “spotty”.
.1 Gold Head Assays and Head Grade Comparisons
| Longstreet Composites |
||||||
| SMC, g/mt |
UMC, g/mt |
BMC, g/mt |
||||
| Determination |
Au |
Ag |
Au |
Ag |
Au |
Ag |
| Direct Assay, Init. |
0.21 |
17 |
0.7 |
67 |
0.57 |
40 |
| Direct Assay, Dup. |
0.67 |
34 |
0.82 |
63 |
0.66 |
41 |
| Direct Assay, Trip. |
0.37 |
21 |
1.09 |
53 |
0.77 |
50 |
| Average |
0.42 |
24 |
0.87 |
61 |
0.67 |
44 |
| Std. Deviation |
0.23 |
9 |
0.2 |
7 |
0.1 |
6 |
A total of twenty pieces of rock from both underground and surface were selected for comminution testing. The remainder of the samples were separately stage crushed to 100% -2-inches (-50mm). Each of the underground and surface samples were then blended to form a master composite representing both the underground and surface samples. The blended sample was then split to generate a third master composite. Samples were collected for bottle roll tests. All composites were then further crushed to 80% -3/4 inch (19mm), blended, then split into 75kg lots for column testing.
Bottle Roll Testing
A bottle roll test was conducted on each of the three composites at an 80% -10 Mesh (1.7mm) feed size to determine lime requirements for column leach testing. Gold and silver recoveries were similar for all three composites. Gold recoveries ranged from 80.6% to 81.9% and silver recoveries ranged from 17.5% to 20.0%.
Additional bottle roll tests, at a cyanide concentration of 1.0g NaCN/L were conducted on the blended master composite at feed sizes of 100% -2 inches (50mm), 80% -3/4 inches (19mm) and 80% -1/4 inch (6.3mm) to determine sensitivity to feed size. The blended master composite showed a moderate sensitivity to feed size with respect to gold and silver recovery. Recovery was 18.4% higher for gold, and 13.9% higher for silver, at a feed size of 80% -1/16 inches (1.7mm) than at a feed size of 100% -2 inches (50mm).
Silver recovery, for each bottle roll test conducted, was low. In order to investigate the cause of the low silver recovery, three additional bottle roll tests were conducted on the blended master composite to determine response to increased cyanide concentration (5.0g NaCN/L) at typical heap leach (80% -3/4 inches, 80% -1/4 inches) and milled (80% -200 Mesh (75µm)) feed sizes.
Results showed that increasing the cyanide concentration did not significantly increase silver recovery at heap leach feed sizes, however, silver recovery increased substantially when feed was finely ground. Silver recovery was 60.6% from the bottle roll test conducted on 80% -200 mesh material. Gold recovery was also moderately higher when fine grinding was employed. Mineralogical analysis of head and tail samples of the blended master composite confirm that the primary reason for low silver recovery is due to the very fine-grained nature of the silver sulfide, which when exposed, is readily leachable. The silver leach rate at 200 mesh was extremely fast. Silver recovery was complete within the first two hours, which suggests that the silver mineralization is very fast leaching once liberated. In contrast, silver-bearing jarosites tend to be refractory and are usually unaffected by leaching regardless of the grind size.
Summary results from bottle roll testing are as follows:
2 Bottle Roll Test Results, 2013
| Table 1. - Summary Metallurgical Results, Bottle Roll Tests, Longstreet Mine Composites |
||||||||||||||
| NaCN |
Au |
gAu/mt ore |
Ag |
gAg/mt ore |
Reagent Requirements |
|||||||||
| Feed |
Conc. |
Recovery, |
Calculated |
Head |
Recovery, |
Calculated |
Head |
kg/mt ore |
||||||
| Composite |
Size |
g/L |
% |
Extracted |
Tail |
Head |
Assay |
% |
Extracted |
Tail |
Head |
Assay |
NaCN Cons. |
Lime Added |
| SMC |
80%-1.7mm |
1 |
80.6 |
0.25 |
0.06 |
0.31 |
0.42 |
20 |
5 |
20 |
25 |
24 |
0.08 |
2.1 |
| UMC |
80%-1.7mm |
1 |
81.9 |
0.68 |
0.15 |
0.83 |
0.87 |
18.9 |
10 |
43 |
53 |
61 |
0.13 |
3.4 |
| BMC |
100%-50mm |
1 |
62.9 |
0.44 |
0.26 |
0.7 |
0.67 |
3.6 |
2 |
54 |
56 |
44 |
0.07 |
1.3 |
| BMC |
80%-19mm |
1 |
67.1 |
0.51 |
0.25 |
0.76 |
0.67 |
12.8 |
5 |
34 |
39 |
44 |
0.07 |
2.1 |
| BMC |
80%-6.3mm |
1 |
77.9 |
0.53 |
0.15 |
0.68 |
0.67 |
13.6 |
6 |
38 |
44 |
44 |
<0.07 |
3.0 |
| BMC |
80%-1.7mm |
1 |
81.3 |
0.52 |
0.12 |
0.64 |
0.67 |
17.5 |
7 |
33 |
40 |
44 |
0.13 |
2.5 |
| BMC |
80%-19mm |
5 |
76.4 |
0.55 |
0.17 |
0.72 |
0.67 |
14.6 |
6 |
35 |
41 |
44 |
0.48 |
1.0 |
| BMC |
80%-6.3mm |
5 |
77.6 |
0.45 |
0.13 |
0.58 |
0.67 |
14 |
6 |
37 |
43 |
44 |
0.67 |
1.0 |
| BMC |
80%-75µm |
5 |
88.7 |
0.47 |
0.06 |
0.53 |
0.67 |
60.6 |
20 |
13 |
33 |
44 |
0.91 |
1.3 |
Both gold and silver recoveries are slightly improved with increased crush size, the increase in recovery is more pronounced in the silver as compared to gold when a fine grind is applied. It is important to keep in mind that in order to reduce the particle size to 80% passing 75 microns a conventional comminution circuit employing crushing and grinding would be required.
Column Leach Testing
Column leach test were conducted on each of the master composites, utilizing a feed size of 80% -3/4 inch (19 mm) in order to determine gold and silver recoveries, recovery rates and reagent requirements under simulated heap leach conditions. Lime additions were based on bottle roll tests. Test columns were sized at 15 cm diameter by 3 meters high using PVC piping with material stacked in the leaching columns in a manner in which to minimize particle segregation and compaction. Leaching was conducted by applying a cyanide solution of 1.0g NACN/L over the charge at a feed rate of 12 Lph/m2 of column cross sectional area. After leaching, freshwater rinsing was conducted to remove residual cyanide and to recover dissolved gold and silver values.
Detail column leach tests data, including screen analysis of the feed and tails and drain down rates can be found in the Appendix, identified as McLelland Report No. 3829 titled Heap Leach Cyanidation Testing Longstreet Project, dated April 6, 2014.
All three composites were leached for 190 days. Gold and silver extractions for the surface master composite (SMC) reached 88.9 % and 20.0 %, respectively. Gold and silver extraction for the underground master composites (UMC) was 84.6 % for gold and 15.4 % for silver. The master blend composite (MBC) achieved gold and silver recoveries of 86.3% and 16.7% respectively.
3 Summary Metallurgical Test Results
| Summary Metallurgical Results, Column Percolation Leach Tests, Longstreet Mine Composites, |
|||||||||
| 80%-19mm Feed Size |
|||||||||
| NaCN |
|||||||||
| Sample |
Test |
Leach/rinse |
mt/mt ore |
g Au/mt ore |
Average |
g Ag/mt ore |
Average |
consumed |
Lime added |
| I.D. |
No. |
Time, days |
Extracted |
Head |
Extracted |
Head |
kg/mt ore |
kg/mt ore |
|
| SMC |
P-1 |
153 |
4.8 |
0.32 |
0.38 |
5 |
24 |
1.45 |
1.7 |
| UMC |
P-2 |
158 |
5.3 |
0.59 |
0.85 |
7 |
60 |
1.90 |
2.7 |
| BMC |
P-3 |
158 |
5.2 |
0.63 |
0.68 |
8 |
45 |
1.78 |
2.0 |
Recovery results by size fraction for all three master composites indicates that finer crushing would not substantially improve gold recovery. Gold recovery was similar throughout the various size fractions with only a slightly elevated recovery in the finest size fraction (-75 microns). Silver recovery on the other hand would benefit from a finer particle size and would require fine grinding in order to maximize recovery.
Overall metallurgical results indicate that the Longstreet master composites are readily amenable to simulated heap leach treatment at 80 % -19 mm feed size. Gold recoveries for all three composites were similar and ranged from 84.6 % to 88.9 % in 190 days of leaching and rinsing. Silver recoveries were similar for all three samples, with recoveries ranging from 15.4 % to 20.0%.
It is important to note that although the column tests were conducted over a period of 190 days, gold extraction was essentially completed in the first 30 days of leaching. Silver leach rates, on the other hand, were very slow and it is not expected that they would improve beyond the 190-day cycle.
Cyanide consumption rates were high and ranged from 1.56 to 1.93 kg NaCN/t of ore. This was due in part to the long leach times. Cyanide consumption rates in a commercial operation are typically much lower.
Figures 8.4, 8.5 and 8.6 diagrammatically illustrate the leach rates and results for gold and silver.
Figure 8.4 Surface Master composite leach kinetics
Figure 8.5 Underground master composite leach kinetics
Figure 8.6 Master blend composite leach kinetics
Property Geology: Geologic mapping by MinQuest since 2002 indicates that the majority of the Longstreet Project is underlain by moderately to poorly welded rhyolite ash-flow tuff (‘Tat’) containing conspicuous exotic lithic fragments and pumice. The ash-flow tuff unit is buff to gray, and contains <10% quartz phenocrysts, 15% feldspar phenocrysts, 5-15% pumice and 5-20% other exotic fragments in an aphanitic groundmass (Liedtke, 1984). Hydrothermal alteration is prevalent and consists of argillic (bleaching and clay mineral development), silicic (pervasive silica flooding, or extremely high veinlet density) and potassic (adularia in quartz veinlets). Limonite and geothite development are considered to be weathering phenomena.
The Tat tuff unit displays horizontal bedding and may be in the order of 3,000 feet thick. The ash-flow tuff is intruded by rhyolite porphyry dykes (‘Trp’) exhibiting various orientations and may represent feeder conduits to now-eroded rhyolitic lithologies higher in the stratigraphy.
A thin discontinuous unit of volcaniclastic and siliceous sediments (‘Ts’), including sinter is deposited upon the ash-flow tuff unit. The unit is white, yellowish and light gray, bedded in part and probably represents a hiatus in volcanism. Siliceous alteration resulting in the development of sheeted quartz vein systems affects the Tat, Ts and Trp rock units.
Overlying the Tat tuff and the Ts sediments is a black to brown strongly welded ash-flow tuff (‘Trt’) that forms bluffs and caps ridges. This unit has a distinctive thin (about 10 feet) vitrophyre zone near its base. This unit is estimated to be 300 to 450 feet thick and possibly a correlative of the Saulsbury Wash Formation (21.6 +/- 0.6 Ma).
The tectonic fabric on the Longstreet Project includes two Main directions of faulting/fracturing that have an influence on the mineralization. An east-trending steeply north-dipping system of fractures and faults has been noted at five of the seven gold / silver zones on the Property (see Figure 6). Quartz –adularia – limonite veins / veinlets and ‘rusty fractures’ following this trend contain gold mineralization. The other important gold / silver-bearing fault/fracture direction is 300-330° with steep north dips and is characterized by sheeted quartz veins / veinlets and ‘rusty fractures’. The vein / veinlets also contain adularia and iron oxide minerals derived from the oxidation of sulfide minerals. This mineralized trend occurs at all seven of the gold / silver zones known on the Longstreet Project. Major displacement is not a feature of these structures.
The Longstreet project is an example of gold / silver mineralization related to east-trending structures. An east-tending fault dipping 40-55° is associated with the highest-grade gold / silver mineralization known to date. The bulk of the gold / silver mineralization in the Longstreet Mine is contained in steeply dipping multiple vein sets in the hanging wall of the fault.
Liedtke (1984) indicates that similar fault directions are known 4,600 feet south and 2,800 feet north of the Longstreet Project, which may host similar high-grade gold / silver mineralization.
Targets: A short description of the 7 currently identified drilling targets at Longstreet follows:
Main- The target consists of intersecting high-angle NW and E-W sheeted vein systems. Completion of an angle drilling program to the southwest perpendicular to the intersection of the two vein sets will continue to produce improved continuity and higher tonnage and grade. Un-drilled extensions of this mineralization are indicated to the southeast and west.
NE Main: Approximately 450m N-NE of the Main resource there is a poorly exposed, un-drilled target that looks identical to Main. Sampling of surface veins at NE Main reveal anomalous gold values.
Opal Ridge: This is an erosional remnant of a sinter apron that once covered a much larger area. Extensions of the Main resource are down-dropped approximately 60m with an apparent displacement to the north of less than 10m. E-W and NW high level opal-rich veins are exposed in the lower portion of the apron with anomalous gold values. Although there may be a higher stripping ratio here, more of the deposit may be preserved.
North: This is a sheeted vein system with identical vein attitudes to Main. The western end of the target has the strongest exposed mineralization.
Cyprus Ridge Zone: Quartz veins up to 5 m thick occur in this 1.1 km long northwest trending sheeted vein system. Cyprus Minerals Company completed a 920 m drill program in 1987. All of the Cyprus holes were vertical or high angle and none tested the large primary vein set. No high-grade gold was intersected in their drilling. MinQuest mapped the intricate vein system in 2002 and collected 41 surface samples that contained anomalous to highly anomalous (several times background to hundreds of times background) veins. Due to the abundance of low temperature silica, MinQuest concluded that the gold values are leakage anomalies from a deeper boiling zone. The boiling zone is a high priority drill target.
Red Knob Zone: Mineralization outcrops as northwest trending sheeted quartz-adularia veins over an area 150m wide by 300m long. Surface sampling found anomalous gold values. In addition, a boulder field on the north side of the target contains quartz-adularia veins up to 1m in thickness in an area of no outcrop. Drill intercepts from two holes testing a small portion of the target revealed anomalous gold values.
Spire: This is an E-W vertical to steeply north dipping sheeted vein system. Intersecting NW trending veins are present but are much less abundant than at Main. Surface sampling at Spire had detected anomalous gold values.
The Company has not engaged in any exploration activities since 2015. Our activities since that time have been primarily related to wildlife studies, economic feasibility studies, archaeological studies and other related activities intended to moving toward developing a Plan of Operations and obtaining a permit to construct a mine. Star Gold’s geologists believe sampling and drilling results to date warrant optimism of one or more economic, near surface, bulk-mineable, heap leach-recoverable gold-silver deposits at the Longstreet Project targets described above. In addition, sampling at surface near the Cyprus target suggests the presence of higher-grade veins, which may be suitable to underground mining methods. Situated on a high ridge-top, it could be easily mined from a canyon elevation adit.
MinQuest personnel have done all data verification regarding the Company’s sampling and drilling results, including comparing the list of samples sent to the laboratory and sampling results from the laboratory. In particular, the MinQuest quality assurance and quality control (QA/QC) program includes:
| ● |
Insertion of a blank and two standards (pulp) of known gold and silver concentration at the at the frequency of approximately one in every 20 samples |
| ● |
Insertion of a B sample, if unexpected high or low values are encountered, at the frequency of 1 in every 30 samples, and sent to the laboratory together with the A samples. |
| ● |
Duplicate assays, i.e., re-assay of values higher than 1 g/t Au. |
| ● |
Analysis of assay results of the standards. |
A-Z Mining has also verified the data presented.
Environmental, plan of operation and reclamation: To the Company’s knowledge, there is no known surface disturbance or groundwater contamination from previous mining activities. Remediation activities are performed immediately after completion of exploratory drilling. With respect to historical mining activities, there is no indication of reclamation at this time and, therefore, the Company has no plans to remediate. The Longstreet Property is within Forest Service lands and Star Gold has applied for and received a Plan of Operation from the Forest Service allowing exploration drilling. A surface disturbance bond of $89,400 has been paid and is held by the Forest Service until reclamation is completed. There are no other significant environmental requirements.
| LEGAL PROCEEDINGS. |
Star Gold Corp. is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings are threatened or contemplated.
| MINE SAFETY DISCLOSURES. |
Star Gold Corp. considers health, safety and environmental stewardship to be a core value for the Company.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the year ended April 30, 2026, the Company’s exploration properties were not subject to regulation by the MSHA under the Mine Act.
| MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
General
Star Gold Corp. authorized capital stock consists of 1,000,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 10, 2026, there were 193,927,180 shares of Star Gold Corp. common stock issued and outstanding. The Company has not issued any shares of preferred stock.
Market Information
The Company’s shares are quoted via the OTC:QB under the symbol “SRGZ.”
At July 10, 2026, the price per share quoted on the OTCQB was $0.171.
Transfer Agent:
The independent stock transfer agent for Star Gold Corp. is Equiniti Trust Company located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120
Dividends
The Company has not declared any dividends on its common stock since inception. There are no dividend restrictions that limit the Company’s ability to pay dividends on common stock in its Articles of Incorporation or Bylaws. The Corporation’s governing statute, Chapter 78 – “Private Corporations” of the Nevada Revised Statutes (the “NRS”), does provide limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:
| a) |
the Company would not be able to pay its debts as they become due in the usual course of business; or |
| b) |
the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by the Company’s Articles of Incorporation). |
Securities Authorized for Issuance under Stock Option Plan
On May 25, 2011, the Board of Directors approved its 2011 Stock Option/Restricted Stock Plan (the “2011 Plan”). The 2011 Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individuals including directors, executive officers and advisors that that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.
The 2011 Plan has a maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool whereby the number of shares under the 2011 Plan increase automatically with increases in the total number of outstanding common shares. This “Evergreen” provision permits the reloading of shares that make up the available pool for the 2011 Plan, once the options granted have been exercised. The number of shares available for issuance under the 2011 Plan automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the 2011 Plan, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the 2011 Plan and any outstanding awards under the 2011 Plan will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all the Company’s assets.
The 2011 Plan also has terms and limitations including without limitation that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair market value, based on the closing price per share of common stock, at the time the stock option is granted.
Recent Sales of Unregistered Securities
All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed in the Company’s Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q.
During the fiscal year ended April 30, 2025, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our common stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.
During the fiscal year ended April 30, 2026, the Company issued 74,600,000 shares of its common stock associated with its private placement of $2,984,000 received in cash and 16,786,265 shares of its common stock for the conversion of $671,450 of promissory notes and convertible promissory notes and accrued interest and 560,000 common shares for services. Each unit consists of one share of common stock and one half warrant to purchase one share of common stock. Additionally during the year ended April 30, 2026, 1,416,667 options and 2,500,000 warrants were exercised for common shares and an additional 773,438 common shares were issued for services.
| SELECTED FINANCIAL DATA. |
Statement of Operations Information:
| For the year ended |
||||||||
| April 30, 2026 |
April 30, 2025 |
|||||||
| Revenues |
$ | - | $ | - | ||||
| Total operating expenses |
774,959 | 203,028 | ||||||
| Loss from operations |
(774,959 | ) | (203,028 | ) | ||||
| Other income (expense) |
(49,891 | ) | (54,358 | ) | ||||
| NET LOSS |
$ | (824,850 | ) | $ | (257,386 | ) | ||
| Weighted average shares of common stock (basic and diluted) |
117,747,821 | 97,290,810 | ||||||
| Income (loss) per share (basic and diluted) |
(0.01 | ) | Nil |
|||||
Balance Sheet Information:
| April 30, 2026 |
April 30, 2025 |
|||||||
| Working capital (deficit) |
$ | 2,023,819 | $ | (670,822 | ) | |||
| Total assets |
2,851,738 | 707,358 | ||||||
| Accumulated deficit |
13,939,775 | 13,114,925 | ||||||
| Stockholders’ equity (deficit) |
2,727,386 | (314,755 | ) | |||||
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
PLAN OF OPERATION
The Company maintains a corporate office in Coeur d’Alene, Idaho. This is the primary administrative office for the Company and is utilized by Chief Executive Officer Lindsay Gorrill and Chief Financial Officer Gerry Pascale.
The drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 expired in December 2022. The permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company will apply for an extension of the permit.
For the fiscal year ending April 30, 2026, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project:
Hydrology Drilling – 2 to 4 holes expected to be sufficient:
Geochemical analysis – design of program for submission to State of Nevada involves some core drilling;
Plan of Operations Development (Mine Plan, Civil Engineering Design)
Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.
Approval of the Longstreet Plan is subject to governmental agency review and may require additional remediation activities.
Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties.
Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments.
The Company believes it has secured the financing required to complete the necessary steps to apply for a final permit. Additional financing will be required in the future to continue from permitting into production. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.
RESULTS OF OPERATIONS
| For the years ended April 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Mineral exploration expense |
$ | 30,866 | $ | 30,866 | $ | - | 0.0 | % | ||||||||
| Pre-development expense |
231,565 | 8,794 | 222,771 | 2533.2 | % | |||||||||||
| Legal and professional fees |
253,029 | 85,316 | 167,713 | 196.6 | % | |||||||||||
| Management and administrative |
259,499 | 78,052 | 181,447 | 232.5 | % | |||||||||||
| Interest expense |
2,956 | 805 | 2,151 | 267.0 | % | |||||||||||
| Interest expense, related party |
50,100 | 53,553 | (3,453 | ) | (6.4 | )% | ||||||||||
| Interest (income) |
(3,165 | ) | (3,165 | ) | n/a | |||||||||||
| NET LOSS |
$ | 824,850 | $ | 257,386 | $ | 567,464 | 220.5 | % | ||||||||
The Company earned no operating revenue in 2026 or 2025 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and focused on permitting for its Longstreet property.
The Company will continue to focus its capital and resources toward permitting activities at its Longstreet Property.
Total net loss for the year ended April 30, 2026 of $824,850 increased by $567,464 from the 2025 total net loss of $257,386.
Mineral exploration expense
| For the years ended April 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Claims |
30,866 | 30,866 | - | 0.0 | % | |||||||||||
| Total mineral exploration expense |
30,866 | 30,866 | $ | - | 0.0 | % | ||||||||||
Mineral exploration expense for the year ended April 30, 2026 was $30,866 which was an increase of $nil above the 2025 mineral exploration expense of $30,866. Aside from annual claims payments, there was no additional mineral exploration expense for the year ended April 30, 2026 and 2025, respectively.
The Company’s emphasis has shifted from exploratory drilling to activities related to pre-development expense including environmental and anthropological studies associated with building a Plan of Operations and obtaining a permit to construct a mine at the Longstreet site.
Pre-development expense
| For the years ended April 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Field expense |
$ | 20,896 | $ | 5,169 | $ | 15,727 | 304.3 | % | ||||||||
| Permits and fees |
139,553 | - | 139,553 | n/a | ||||||||||||
| Technical consultants |
69,535 | 3,625 | 65,910 | 1,818.2 | % | |||||||||||
| Water rights costs |
1,581 | - | 1,581 | n/a | ||||||||||||
| Total pre-development expense |
$ | 231,565 | $ | 8,794 | $ | 222,771 | 2,533.2 | % | ||||||||
Pre-development expense for the year ended April 30, 2026 was $231,565, an increase of $222,771 from 2025 pre-development expense of $8,794.
The Company is currently working with engineering firms for development of a full Plan of Operations and Mine Schedule for development and eventual submission of an application to permit construction of a heap leach mining operation on the Longstreet Property. The Company is also working with engineering firms in preparation for the drilling of monitor and water-course wells on the Longstreet property site to determine suitability for future mining and leach pad operations.
Legal and professional fees
| For the years ended April 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Audit and accounting |
$ | 49,378 | $ | 34,590 | $ | 14,788 | 42.8 | % | ||||||||
| Legal fees |
151,124 | 12,261 | 138,863 | 1,132.6 | % | |||||||||||
| Public company expense |
48,047 | 38,387 | 9,660 | 25.2 | % | |||||||||||
| Investor relations |
4,480 | 78 | 4,402 | 5,643.6 | % | |||||||||||
| Total legal and professional fees |
$ | 253,029 | $ | 85,316 | $ | 167,713 | 196.6 | % | ||||||||
Audit and accounting fees for the year ended April 30, 2026 increased by $14,788 compared to the year ended April 30, 2025.
Legal fees increased $138,863 from $12,261 for the year ended April 30, 2025 to $151,124 for the year ended April 30, 2026. The increase in legal fees for the year ended April 30, 2026 was due to an increased need for legal services related to compliance, SEC filings, property transfer and corporate transaction matters. There are no pending legal issues or contingencies as of April 30, 2026.
Public company expense increased $9,660 due to increase in filing fees, SEC requirements and software requirements.
Management and administrative expense
| For the years ended April 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| General administrative and insurance |
$ | 140,837 | $ | 41,279 | $ | 99,558 | 241.2 | % | ||||||||
| Management fees and payroll |
89,373 | 30,000 | 59,373 | 197.9 | % | |||||||||||
| Office and computer expense |
5,981 | 2,435 | 3,546 | 145.6 | % | |||||||||||
| Auto and travel |
22,670 | 3,959 | 18,711 | 472.6 | % | |||||||||||
| Telephone and utilities |
638 | 379 | 259 | 68.3 | % | |||||||||||
| Total management and administrative |
$ | 259,499 | $ | 78,052 | $ | 181,447 | 232.5 | % | ||||||||
Total management and administrative expense increased $181,447 for the year ended April 30, 2026 to $259,499 compared to $78,052 for the year ended April 30, 2025. This increase was mainly due to General administrative and insurance and Management fees as the Company transitions into an active public company, meeting all SEC filings and requirements and supporting the pre-development efforts.
LIQUIDITY AND FINANCIAL CONDITION
| April 30, 2026 |
April 30, 2025 |
|||||||
| WORKING CAPITAL |
||||||||
| Current assets |
$ | 2,148,171 | $ | 15,791 | ||||
| Current liabilities |
124,352 | 686,613 | ||||||
| Working capital (deficit) |
$ | 2,023,819 | $ | (670,822 | ) | |||
| For the year ended |
||||||||
| April 30, 2026 |
April 30, 2025 |
|||||||
| CASH FLOWS |
||||||||
| Cash flow used by operating activities |
$ | (929,165 | ) | $ | (157,294 | ) | ||
| Cash flow used by investing activities |
(12,000 | ) | (12,000 | ) | ||||
| Cash flow provided by financing activities |
2,861,000 | 175,500 | ||||||
| Net change in cash during period |
$ | 1,919,835 | $ | 6,206 | ||||
As of April 30, 2026, the Company had cash on hand of $1,931,209. On February 27, 2026 the Company closed a private placement for the issuance of 74,600,000 units at a price of $0.04 per unit, generating proceeds of $2,984,000. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.
In addition, the Company converted $671,450 of existing debt and accrued interest to 16,786,265 units at a price of $0.04 per unit. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.
The Company also used the proceeds of the February 27, 2026 fund raise to pay off the $341,108 remaining debt and interest that was not converted. and issued 1,333,438 common shares for services during the year ended April 30, 2026.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders.
CRITICAL ACCOUNTING POLICIES
The Company has identified certain accounting policies, described below, that are most important to the portrayal of its current financial condition and results of operations. The Company’s significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.
Asset Impairments
The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.
Mineral Interests
Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
The Company does not hold any derivative instruments and does not engage in any hedging activities.
| FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Index to Financial Statements:
Audited financial statements as of April 30, 2026, including:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Star Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Star Gold Corp. (“the Company”) as of April 30, 2026 and the related statements of operations, changes in stockholders’ equity(deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2026.
July 22, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Star Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Star Gold Corp. (“the Company”) as of April 30, 2025 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2025 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited working capital and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Assure CPA, LLC
We have served as the Company’s auditor since 2011.
Spokane, Washington
September 8, 2025
STAR GOLD CORP.
| April 30, 2026 | April 30, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other current assets (NOTE 5) | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| MINING INTEREST (NOTE 4) | ||||||||
| RECLAMATION BOND | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest, related parties | ||||||||
| Current portion, promissory notes, related party | ||||||||
| Current portion, convertible promissory notes, related parties | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG TERM LIABILITIES: | ||||||||
| PROMISSORY NOTE, RELATED PARTY, net of current portion (NOTE 7) | ||||||||
| CONVERTIBLE PROMISSORY NOTES, RELATED PARTIES, net of current portion (NOTE 7) | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 4) | - | - | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $ par value; shares authorized, issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding April 30, 2026, issued and outstanding April 30, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
STAR GOLD CORP.
| For the years ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| OPERATING EXPENSE | ||||||||
| Mineral exploration expense | $ | $ | ||||||
| Pre-development expense | ||||||||
| Legal and professional fees | ||||||||
| Management and administrative | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense, related party | ( | ) | ( | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ( | ) | ||||
| NET LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Provision (benefit) for income tax | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share | ) | Nil | ||||||
| Basic and diluted weighted average number shares outstanding | ||||||||
The accompanying notes are an integral part of these financial statements.
STAR GOLD CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the years ended April 30, 2026 and 2025
| Common stock | Total | |||||||||||||||||||
| Shares | Par Value | Additional | Accumulated | Stockholders’ | ||||||||||||||||
| Paid-in Capital | Deficit | Equity (Deficit) | ||||||||||||||||||
| BALANCE, April 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| BALANCE, April 30, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Shares issued for warrant exercise | ||||||||||||||||||||
| Shares issued for the sale of stock and warrants | ||||||||||||||||||||
| Shares issued for conversion of promissory notes and convertible promissory notes | ||||||||||||||||||||
| Shares issued for the conversion of accrued interest | ||||||||||||||||||||
| Shares issued for options exercise | ||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| BALANCE, April 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
STAR GOLD CORP.
| For the years ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
| Share based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interest, related parties | ( | ) | ||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Payments for mining interest | ( | ) | ( | ) | ||||
| Net cash used by investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock and warrants | ||||||||
| Payments on promissory notes, related parties | ( | ) | ||||||
| Proceeds from promissory notes, related parties | ||||||||
| Proceeds from convertible promissory notes, related parties | ||||||||
| Proceeds from warrants exercise | ||||||||
| Proceeds from options exercise | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid in cash | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Shares and warrants issued for accrued interest | ||||||||
| Shares and warrants issued upon promissory notes and convertible promissory notes conversion, related party | ||||||||
The accompanying notes are an integral part of these financial statements.
STAR GOLD CORP.
APRIL 30, 2026
NOTE 1 - NATURE OF OPERATIONS
Star Gold Corp. (the “Company”) was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.
The Company’s core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company’s exploration work will ultimately discover or produce any economically viable minerals.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America.
Going Concern
In its financial statements for the year ended April 30, 2025, and in each of its subsequent Quarterly Reports on Form 10-Q, the Company disclosed that substantial doubt existed about its ability to continue as a going concern. This conclusion was principally based on the Company's history of recurring losses from operations, negative cash flows from operations, and its reliance on external financing to fund exploration activities and meet its obligations as they became due. Management had determined that, absent additional financing, the Company might not have sufficient liquidity to fund its operations and meet its obligations within one year after the date those financial statements were issued.
During the year ended April 30, 2026, the Company raised $
As shown in the accompanying balance sheet as of April 30, 2026, the Company had an accumulated deficit of $
To the extent the Company receives additional proceeds from warrant exercises or share sales, it may expand its drilling program and accelerate spending in areas expected to provide the most benefit in preparing for production in the near term.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to long-lived asset impairments and stock-based compensation valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.
Risks and Uncertainties
The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging exploration mining business, including the potential risk of business failure.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents. As of April 30, 2026, the Company had $1,931,209 of cash and cash equivalents, of which, $
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
Reclamation bond
The Reclamation bond constitutes cash held as collateral for the faithful performance of the bond securing exploration permits and are accounted for on a cost basis.
Financial Instruments
The Company’s financial instruments as of April 30, 2026 include cash and cash equivalents and reclamation bonds. The Company’s financial instruments as of April 30, 2025 include cash and cash equivalents, reclamation bonds and convertible promissory notes.
Cash and cash equivalents and reclamation bonds are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at April 30, 2026 and 2025. The fair value of convertible promissory notes at April 30, 2025 was $
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.
At April 30, 2026 and 2025, the Company had no assets or liabilities accounted for at fair value on a recurring basis.
Mining Interests and Mineral Exploration Expenditures
Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. If a property is abandoned or sold, its capitalized costs are charged to operations.
Pre-development Expenditures
Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production which are expensed due to the lack of evidence of economic development which is necessary to demonstrate future recoverability of these costs.
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
Reclamation and Remediation
The Company’s operations are subject to standards for mine reclamation that have been established by various governmental agencies. In the period in which the Company incurs a contractual obligation for the retirement of tangible long-lived assets, the Company will record the fair value of an asset retirement obligation as a liability. A corresponding asset will also be recorded and depreciated over the life of the asset. After the initial measurement of an asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. To date, the Company has not incurred any contractual obligation requiring recording either a liability or associated asset.
Impairment of Long-lived Assets
The Company reviews its long-lived assets, including mining interest, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed by comparing the carrying amount of the long-lived asset to the undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds those undiscounted cash flows, an impairment loss is recognized equal to the amount by which the carrying amount exceeds the fair value of the long-lived asset.
Stock-based Compensation
The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a -year maximum term and varying vesting periods as determined by the Board of Directors. The fair value of common stock awarded is determined based on the closing price of the Company's common stock on the grant date of the award. When the Company issues units comprising common stock and warrants for compensation, the fair value of the units is determined by reference to the price of the most recent sale of identical units for cash, which the Company considers the best available evidence of the fair value of the instruments issued.
Segment reporting
The Company operates as a single operating segment. All financial information is presented on a consolidated basis and reviewed by the Company’s Chief Executive Officer as the Chief Operating Decision Maker (CODM). The CODM uses net loss, as presented in the statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total assets.
Income Taxes
The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carryforwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period.
The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.
Earnings Per Share
Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, convertible promissory notes including accrued interest and warrants.
Reclassifications
Certain reclassifications have been made to the 2025 financial statements in order to conform to the 2026 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
New Accounting Pronouncements
Accounting Standards Updates Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted. We adopted this guidance which resulted in additional required disclosures included in our financial statements for the year ended April 30, 2026 and income tax disclosure for the comparative year ended April 30, 2025 were modified retrospectively to include the new requirements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its financial statements and disclosures.
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3– EARNINGS PER SHARE
The outstanding securities at April 30, 2026 and 2025 that could have a dilutive effect are as follows:
| April 30, 2026 | April 30, 2025 | |||||||
| Stock options | ||||||||
| Convertible promissory notes and accrued interest, related parties | ||||||||
| Warrants | ||||||||
| TOTAL POSSIBLE DILUTIVE SHARES | ||||||||
For the years ended April 30, 2026 and 2025, respectively, the effect of the Company’s outstanding stock options, warrants and convertible promissory notes, related parties and associated accrued interest would have been anti-dilutive and are excluded in the calculation of diluted EPS.
NOTE 4–MINING INTEREST
The following is a summary of the Company’s mining interest at April 30, 2026 and April 30, 2025.
| April 30, 2026 | April 30, 2025 | |||||||
| Mining interest - Longstreet | $ | $ | ||||||
| TOTAL MINING INTEREST | $ | $ | ||||||
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. (“Great Basin”), as amended, which was originally entered into by the Company on or about January 15, 2010 (the “Longstreet Agreement”), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company’s common stock.
On August 24, 2020, the Company executed an amendment which grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $
In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $
At April 30, 2026 and 2025, the Company has a reclamation bond of $
NOTE 5 –OTHER CURRENT ASSETS
The following is a summary of the Company’s Other Current Assets at April 30, 2026 and 2025:
| April 30, 2026 | April 30, 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Deferred Offering Costs | ||||||||
| Total | $ | $ | ||||||
As at April 30, 2025, the Company’s prepaid expenses were made up of prepaid insurance expense. As at April 30, 2026, the Company’s prepaid expenses were made up of prepaid insurance expense and deferred offering costs.
NOTE 6 - INCOME TAXES
There was
| April 30, 2026 | April 30, 2025 | |||||||
| Deferred tax asset | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Stock-based compensation | ||||||||
| Mining interests | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| NET DEFERRED TAX ASSETS | $ | $ | ||||||
Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to 100% of the deferred tax assets has been recorded at April 30, 2026 and 2025.
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
The income tax expense (benefit) for the years ended April 30, 2026 and 2025 differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income (loss) due to the following:
| April 30, 2026 | April 30, 2025 | |||||||||||||||
| Income tax benefit computed at statutory rate | $ | ( | ) | ( | )% | $ | ( | ) | ( | )% | ||||||
| Idaho state income tax, net of federal income tax effect | % | % | ||||||||||||||
| Valuation allowance | % | ( | )% | |||||||||||||
| Nontaxable or nondeductible items | % | ( | )% | |||||||||||||
| Other adjustments: effect of change in Idaho state tax rate | ( | ) | ( | )% | % | |||||||||||
| TOTAL INCOME TAX PROVISION (BENEFIT) | $ | % | $ | % | ||||||||||||
At April 30, 2026, the Company had federal and state net operating loss carry forwards of approximately $
The Company has evaluated all tax positions for open years and has concluded that they have
NOTE 7– RELATED PARTIES TRANSACTIONS
At April 30, 2025, the Company had Promissory notes, related parties of $
On February 26, 2026, the Company converted $
For the years ended April 30, 2026 and 2025, the Company recognized interest expense, related parties of $
During the year ended April 30, 2026, the Company incurred $
NOTE 8 – STOCKHOLDERS’ EQUITY
For the year ended April 30, 2026, the Company issued
| ● | Issued |
| ● | Issued |
| ● | Issued |
| ● | Issued |
| ● | Issued |
NOTE 9 – WARRANTS
As disclosed in Note 8, the Company sold units that contained a warrant to purchase -half share of common stock. The warrants are exercisable at $
The following is a summary of the Company’s warrants outstanding:
| Weighted Average | ||||||||
| All warrants
| Exercise Price | |||||||
| Balance outstanding at April 30, 2025 | $ | |||||||
| Issued to existing warrantholder | ||||||||
| Exercised | ( | ) | $ | ( | ) | |||
| Expired or forfeited | ||||||||
| Warrants issued with units | $ | |||||||
| Warrants issued for cash | ||||||||
| Warrants issued for debt and interest | ||||||||
| Warrants issued for services | ||||||||
| Balance outstanding at April 30, 2026 | $ | |||||||
The composition of the Company’s warrants outstanding at April 30, 2026 is as follows:
| Issue Date | Expiration Date | Warrants | Exercise Price | Remaining life (years) | |||||||||
| February 26, 2026 | February 26, 2027 | $ | |||||||||||
| $ | |||||||||||||
During the year ended April 30, 2025 the Company had
NOTE 10 - STOCK OPTIONS
The Company established the 2011 Stock Option/Restricted Stock Plan (the “2011 Plan”). The 2011 Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.
The 2011 Plan has a fixed maximum percentage of
STAR GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2026
The 2011 Plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a -year maximum term and varying vesting periods as determined by the Board.
The Company has
During the year ended April 30, 2026,
Summary:
The following is a summary of the Company’s stock options outstanding and exercisable:
| Weighted Average | ||||||||
| All options | Exercise Price | |||||||
| Balance outstanding at April 30, 2025 | $ | |||||||
| Exercised | ( | ) | $ | ( | ) | |||
| Expired or forfeited | ( | ) | $ | ( | ) | |||
| Balance outstanding at April 30, 2026 | $ | |||||||
NOTE 11 - SUBSEQUENT EVENTS
On June 12, 2026 the Company issued
| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
For the years ended April 30, 2026 and 2025 there were no disagreements with our auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the years ended April 30, 2026 and 2025, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
| CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
Management conducted an evaluation of the design and operation of our internal control over financial reporting as of April 30, 2026, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of April 30, 2026 because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.
While the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, the Company operated with a limited staff for much of the fiscal year, making it difficult to maintain appropriate segregation of duties in the initiating and recoding of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure withing the annual or interim financial statements may not be prevented or detected.
Changes in internal controls over financial reporting
During the quarter ended April 30, 2026, the Company brought Lindsay Gorrill on as CEO. In addition, the Company hired a fractional CFO, Gerard Pascale to oversee the finance, treasury, accounting and reporting functions. The Company also utilizes an accounting service to handle day to day accounting activities. As the Company continues to ramp its activity through the permitting process for its Longstreet Property, it has expanded its management team in order to address prior internal control issues over financial reporting. Due to the changes to internal controls implemented in Q4 2026, the Company believes it has addressed lack of segregation of duties material weakness for future reporting periods. The Company will continue monitoring the changes to internal controls and the effectiveness going forward.
| OTHER INFORMATION. |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
The Company’s executive officers and directors and their age and titles are as follows:
| Name |
Age |
Position |
| Lindsay Gorrill |
63 |
Chief Executive Officer and Director |
| Gerard Pascale |
57 |
Chief Financial Officer and Corporate Secretary |
| David Segelov |
58 |
Director |
| Thomas Power |
62 |
Director |
Set forth below is a brief description of the background and business experience of the Company’s officers and directors:
Lindsay E. Gorrill – Chief Executive Officer and Director
Mr. Gorrill is a Chartered Accountant with Finance and Marketing degrees. He has 30+ years of experience in acquisitions, developing and building companies, financial markets, and global exposure. Mr. Gorrill has been a member of the Company's Board of Directors since July 2007. He currently serves as the Chief Executive Officer and has previously served as the President, Chairman of the Board and Treasurer of the Company. Mr. Gorrill has also served as a member of the Board of Directors of Latera Ventures Corp, a company quoted via the OTC Markets. Additionally, he has served as the President, Chief Operating Officer, and member of the Board of Directors of Berkley Renewables Inc., a company listed on the TSX Venture Exchange.
Gerard Pascale – Chief Financial Officer and Corporate Secretary
Mr. Pascale has in excess of 20 years of senior financial leadership experience, including public company financial reporting, capital markets, SEC compliance and governance. Mr. Pascale is currently a CFO Partner at SeatonHill Partners, LP, where he has served since November 2025. Prior to joining SeatonHill, he was the Founds and Managing Member of SC Financial Group, LLC, advising U.S. and international clients on CFO leadership, valuation, financial modeling, capital formation, and the financial and regulatory responsibilities of public companies. Previously, Mr. Pascale served as Chief Financial Officer of Netfin Acquisition Corp., a NASDAQ-listed special purpose acquisition company, where he oversaw accounting, finance, and treasury functions, including all SEC financial reporting. Mr. Pascale has also served as CFO and Audit Committee Chairman of NASDAQ-listed companies, supported listings on U.S. and international exchanges, and helped companies raise capital while establishing the financial systems and controls required of growth-stage and newly public companies.
David Segelov – President and Director
Mr. David Segelov is a Chartered Financial Analyst (CFA) and has a Masters of Business Administration from Columbia University in New York and also holds a law degree from Sydney University. He is the sole partner of Reverse Swing Capital (“Reverse Swing”) which is a financial consulting firm. Reverse Swing provides financial analysis of investments and ideas for hedge funds in New York with a primary focus on resource companies (with an expertise in gold investments) in the USA, Australia and Canada. Prior to Reverse Swing Capital, he was analyst at various hedge funds including Para Partners in New York for five years. He holds no executive or management positions with any other public company. He is currently the CFO of Cobble Hill Health Centre located in Brooklyn, NY. From August 2015 till December 2017, Mr. Segelov held the position of CFO of Driver Digital Holdings, Inc., a privately held children’s media company based in New York City. Mr. Segelov has been a Director of Star Gold Corp. since December 2011 and has in the past served as the Company’s Chief Executive Officer.
Thomas Power – Director
Tom Power is a seasoned executive with 38 years of distinguished leadership in the precious metals and minting industries. Beginning his career with Johnson Matthey Ltd., he immigrated to the U.S. in 1997 to join Sunshine Minting, Inc., where he acquired 100% ownership in 2007 and served as President and CEO until 2026. Under his strategic vision, he transformed Sunshine Minting from a small regional supplier into a multinational enterprise with 300+ employees and operations spanning the United States and China, serving world-class sovereign mints and major financial institutions. Recently completing the successful sale of his remaining interests in Sunshine Minting, Mr. Power now serves as Special Advisor to the Executive Team and Director of Star Gold Corporation, an exploration-stage company focused on precious and base metals prospects in Nevada. He holds a Business Administration Diploma from Wilfrid Laurier University and a Bachelor of Commerce degree from the University of Windsor.
TERM OF OFFICE
The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of its stockholders or until a replacement is duly elected or until removed from office in accordance with the Company’s Bylaws. The Company’s officers are appointed by the Board of Directors and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
The Company has no employees.
AUDIT COMMITTEE
Star Gold Corp. is not a listed issuer and as such the Company’s Board of Directors is not required to maintain a separately designated standing audit committee. However, the Company has voluntarily chosen to establish an audit committee that consists of directors David Segelov and Tom Power, with David Segelov serving as Audit Committee Chair. Although neither member of the audit committee is independent both have the requisite educational and professional background to be considered as financial experts.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of the Company’s equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based on the Company’s review it believes that all required reports of Reporting Persons were for the year ended April 30, 2026.
| EXECUTIVE COMPENSATION. |
SUMMARY COMPENSATION TABLE
The following table sets forth total compensation paid to or earned by the Company’s named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-X during the fiscal year ended April 30, 2026:
| Non- Qualified | ||||||||||||||||||||||||||||||||
| Non-Equity | Deferred | |||||||||||||||||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All other | ||||||||||||||||||||||||||||
| Salary | Bonus (a) | Awards | Awards | Compensation | Earnings | compensation | Total | |||||||||||||||||||||||||
| (amounts in dollars) | ||||||||||||||||||||||||||||||||
| Lindsay Gorrill, Chief Executive Officer and Director | ||||||||||||||||||||||||||||||||
| 2026 | $ | 30,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 4,707 | $ | 34,707 | ||||||||||||||||
| 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Gerard Pascale, Chief Financial Officer and Secretary | ||||||||||||||||||||||||||||||||
| 2026 | $ | 44,666 (a) | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 44,666 | ||||||||||||||||
| 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Kelly Stopher, Chief Financial Officer (former) | ||||||||||||||||||||||||||||||||
| 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 10,000 (b) | $ | 10,000 | ||||||||||||||||
| 2025 | - | - | - | - | - | - | 30,000 (b) | 30,000 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | 30,000 (b) | 30,000 | ||||||||||||||||||||||||
| David Segelov, Director | ||||||||||||||||||||||||||||||||
| 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Thomas Power, Director | ||||||||||||||||||||||||||||||||
| 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| (a) | Mr. Pascale provides all CFO services through SeatonHill Partners, LP, where he is a CFO Partner. SeatonHill Partners, LP, is an independent contractor, with consulting interests with other companies that are independent of the consulting agreement he currently has in place with the Company. | |
| (b) | Mr. Stopher provides all services typical of an accounting department for a small company. Mr. Stopher’s firm, Palouse Advisory Partners, LLC, is an independent contractor, with business management and consulting interests with other companies that are independent of the consulting agreement he currently has in place with the Company. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
As of April 30, 2026 the Company did not have any outstanding equity awards.
EMPLOYMENT CONTRACTS
None.
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
EQUITY COMPENSATION PLANS
The Company has adopted its 2011 Stock Option/Restricted Stock Plan. See Note 10 to the Financial Statements in Item 8 for a discussion on the 2011 Plan and issuances of options pursuant to the 2011 Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of April 30, 2026 by: (i) each person (including any group) known to it to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company’s directors, (iii) each of the Company’s named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
| Amount and |
||||||||||
| Name and Address of |
Nature of Beneficial |
Percentage of |
||||||||
| Title of Class |
Beneficial Owner |
Ownership |
Common Stock |
|||||||
| DIRECTORS AND EXECUTIVE OFFICERS |
||||||||||
| Common stock |
Lindsay Gorrill |
31,356,913 | (1) (2) | 15.7 | % | (2) | ||||
| Coeur d’Alene, ID (CEO and Director) |
||||||||||
| Common stock |
David Segelov |
3,757,091 | 1.9 | % | (3) | |||||
| Bergenfield, NJ (President and Director) |
||||||||||
| Common stock |
Thomas Power |
4,808,725 | 2.5 | % | (4) | |||||
| Henderson, NV (Director) |
||||||||||
| Common stock |
Gerard Pascale |
250,000 | 0.0 | % | (5) | |||||
| Bluffton, SC (CFO and Secretary) |
||||||||||
| Common stock |
All Directors and Officers as a Group |
40,172,729 | 20.0 | % | (6) | |||||
| (1) |
Includes 31,356,913 common shares held directly by Chief Executive Officer and Director (Direct ownership) of which 3,441,779 common shares are held by the spouse of the Chief Executive Officer; |
| (2) |
Gorrill: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Warrants owned) = 31,356,913/(193,927,180+0+5,676,375) = 15.7% |
| (3) |
Segelov: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 3,757,091/(193,927,180+0+1,234,638) = 1.9% |
| (4) |
Power: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 4,808,725/(193,927,180+0+193,863) = 2.5% |
| (5) |
Pascale: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 250,000/(193,927,180+0+125,000) = 0.0% |
| (6) |
All officers and directors: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 40,172,729/(193,927,180+0+7,229,876) = 20.0% |
| Amount and Nature of |
Percentage of |
|||||||||
| 5% STOCKHOLDERS |
Beneficial Ownership |
Common Stock |
||||||||
| Common stock |
Lindsay Gorrill, Coeur d’Alene, ID |
31,356,913 | 15.7 | % | ||||||
| Common stock |
Myrmikan Gold Fund, LLC |
26,976,707 | 13.2 | % | ||||||
Notes: Based on 193,927,180 shares of the Company’s common stock issued and outstanding as of July 14, 2026, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2026.
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Except as described elsewhere in this report on Form 10-K, none of the following parties has, since the Company’s date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
| i. |
Any of the Company’s directors or officers; |
|
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|
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| ii. |
Any person proposed as a nominee for election as a director; |
|
|
|
||
| iii. |
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company’s outstanding shares of common stock; |
|
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|
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| iv. |
Any of the Company’s promoters; and |
|
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|
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| v. |
Any relative or spouse of any of the foregoing persons who has the same house as such person. |
Director Independence
Quotations for the Company’s common stock are entered via the OTC Markets inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.
| PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
During the fiscal year ended April 30, 2026, the Company engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as its independent registered public accounting firm to audit the Company’s annual financial statements. Assure CPA, LLC (“Assure”) served as the Company’s independent registered public accounting firm for the reviews of the Company’s interim financial statements during the fiscal year ended April 30, 2026, and for the audit of the Company’s annual financial statements for the fiscal year ended April 30, 2025.
The following table presents the aggregate fees for professional services rendered by Sadler Gibb and Assure for the fiscal years ended April 30, 2026 and April 30, 2025:
| Sadler, Gibb & Associates, LLC |
Assure CPA, LLC |
Assure CPA, LLC |
||||||||||
| Fiscal Year Ended |
April 30, 2026 |
April 30, 2026 |
April 30, 2025 |
|||||||||
| Audit Fees (1) |
$ | 27,500 | $ | 10,500 | $ | 34,500 | ||||||
| Audit-Related Fees (2) |
— | — | — | |||||||||
| Tax Fees (3) |
— | — | — | |||||||||
| All Other Fees (4) |
— | — | — | |||||||||
| Total |
$ | 27,500 | $ | 10,500 | $ | 34,500 | ||||||
(1) Audit Fees. Consists of fees for professional services rendered for the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, and for services normally provided in connection with statutory and regulatory filings or engagements. Sadler Gibb’s fees relate to the audit of the financial statements for the fiscal year ended April 30, 2026. Assure’s fees for the fiscal year ended April 30, 2026 relate to the reviews of the Company’s interim financial statements during that year. Fees are presented on the basis of services rendered for the applicable fiscal year, regardless of when billed or paid.
(2) Audit-Related Fees. Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit Fees. There were no such fees during the fiscal years ended April 30, 2026 and April 30, 2025.
(3) Tax Fees. Consists of fees for professional services for tax compliance, tax advice, and tax planning. Neither Sadler Gibb nor Assure provided tax services to the Company during the fiscal years ended April 30, 2026 and April 30, 2025.
(4) All Other Fees. Consists of fees for products and services other than those reported above. There were no such fees during the fiscal years ended April 30, 2026 and April 30, 2025.
| EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| Exhibit |
|
| Number |
Description of Exhibits |
| 3.1 |
|
| 3.2 |
|
| 4.1 |
|
| 10.1 |
Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1) |
| 10.2 |
|
| 10.3 |
Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.(3) |
| 10.4 |
|
| 10.5 |
|
| 10.6 |
|
| 10.7 |
|
| 10.8 |
|
| 10.9 |
|
| 10.10 |
|
| 10.11 |
|
| 10.12 |
|
| 10.13 |
|
| 10.14 |
|
| 10.15 |
|
| 10.16 |
|
| 14.1 |
|
| 31.1 | Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Exhibit |
|
| Number |
Description of Exhibits |
| 99.1 |
|
| 99.2 |
|
| 99.3 |
|
| 99.4 |
|
| 101.INS* |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) |
Filed with the SEC as an exhibit to the Company’s Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended. |
| (2) |
Filed with the SEC on February 02, 2012 as an exhibit to Form 8-K. |
| (3) |
Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K. |
| (4) |
Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K. |
| (5) |
Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K. |
| (6) |
Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K. |
| (7) |
Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K. |
| (8) |
Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K. |
| (9) |
Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K. |
| (10) |
Filed with the SEC, on December 15, 2021, as an exhibit to Form 10-Q. |
| (*) |
XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections. |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STAR GOLD CORP. |
|||
| Date: |
July 22, 2026 |
/s/ LINDSAY GORRILL |
|
| By: |
Lindsay Gorrill |
||
| Chief Executive Officer and Director |
|||
| (Principal Executive Officer) |
|||
| Date: |
July 22, 2026 |
/s/ GERARD PASCALE |
|
| By: |
Gerard Pascale |
||
| Chief Financial Officer and Corporate Secretary/Treasurer |
|||
| (Principal Financial Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: |
July 22, 2026 |
By: |
/s/ THOMAS J. POWER |
| Thomas J. Power |
|||
| Director |
|||
| Date: |
July 22, 2026 |
/s/ DAVID SEGELOV |
|
| By: |
David Segelov |
||
| Director |