Star Gold Corp 10-Q for FY2027 Q1
Star Gold Corp. (SRGZ)
About this 10-Q
Star Gold Corp filed this 10-Q on September 14, 2026, covering the quarter ended July 31, 2026 (FY2027 Q1).
Headline figures
Quarter ended July 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $991.84K
- compared with a net loss of $130.38K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period ________ 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.) |
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| 83815 (Postal Code) |
| ( (Issuer’s telephone number) |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| | | OTCQB |
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 and the link to filings every Interactive Data File required to be submitted 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 filed).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act). (Check one):
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| | Smaller Reporting Company |
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 31st, 2026 there were
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PART I - FINANCIAL INFORMATION
| ITEM 1. |
FINANCIAL STATEMENTS |
| STAR GOLD CORP. |
| CONDENSED INTERIM BALANCE SHEETS (UNAUDITED) |
| July 31, 2026 | April 30, 2026 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other current assets (NOTE 5) | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| MINING INTEREST (NOTE 4) | ||||||||
| RECLAMATION BOND (NOTE 4) | ||||||||
| OTHER ASSETS – NON-CURRENT (NOTE 5) | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 4) | - | - | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred Stock, $ par value; shares authorized, issued and outstanding | ||||||||
| Common Stock, $ par value; shares authorized; and shares issued and outstanding as of July 31, 2026 and April 30, 2026, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| STAR GOLD CORP. |
| CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED) |
| Three months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING EXPENSE | ||||||||
| Mineral exploration expense | $ | $ | ||||||
| Pre-development expense | ||||||||
| Professional fees | ||||||||
| Management and administrative | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Interest expense, related parties | ( | ) | ||||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ||||||
| NET LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share | $ | ) | $Nil | |||||
| Basic and diluted weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| STAR GOLD CORP. |
| CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) |
| For the three months ended July 31, 2026 and 2025 |
| Common stock | Total | |||||||||||||||||||
| Shares | Par Value | Additional | Accumulated | Stockholders’ | ||||||||||||||||
| Paid-in Capital | Deficit | Equity (Deficit) | ||||||||||||||||||
| BALANCE, April 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| BALANCE, July 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| BALANCE, April 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued for warrant exercise | ||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Stock based compensation - options | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| BALANCE, July 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| STAR GOLD CORP. |
| CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED) |
| Three months ended | ||||||||
| July 31, 2026 | July 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
| Shares issued for services | ||||||||
| Stock based compensation - options | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | ||||||||
| Other non-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 | ( | ) | ( | ) | ||||
| Payments for collateral for reclamation bond | ( | ) | ||||||
| Net cash used by investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from promissory note payable, related parties | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
STAR GOLD CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 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
In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The condensed balance sheet at April 30, 2026 was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements. Operating results for the three month period ended July 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2027.
These unaudited condensed interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2026 filed with the Securities and Exchange Commission on July 22, 2026.
The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.
Going Concern
As shown in the accompanying balance sheet as of July 31, 2026, the Company had an accumulated deficit of $
To the extent the Company receives additional proceeds from warrant exercises or sale of its common stock, 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.
Financial Instruments
The Company's financial instruments as of July 31, 2026 and April 30, 2026 include cash and cash equivalents and reclamation bonds.
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 July 31, 2026 and April 30, 2026.
New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("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 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.
Reclassifications
Certain reclassifications have been made to the prior period financial statements in order to conform to the current presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.
NOTE 3 – 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.
The outstanding securities on July 31, 2026 and 2025 that could have a dilutive effect are as follows:
| July 31, 2026 | July 31, 2025 | |||||||
| Stock options | ||||||||
| Convertible promissory notes and accrued interest, related parties | ||||||||
| Warrants | ||||||||
| Total possible dilution | ||||||||
For the three months ended July 31, 2026 and 2025, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes and accrued interest, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.
NOTE 4 –MINING INTEREST
The following is a summary of the Company’s mining interest on July 31, 2026 and April 30, 2026.
| July 31, 2026 | April 30, 2026 | |||||||
| Mining interest - Longstreet | ||||||||
| Total | $ | $ | ||||||
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 July 31, 2026 and April 30, 2026, the Company has reclamation bonds of $
NOTE 5 –OTHER ASSETS
| July 31, 2026 | April 30, 2026 | |||||||
| Prepaid insurance | ||||||||
| Deferred offering costs | ||||||||
| Option on water rights agreement | ||||||||
| Total other assets | ||||||||
| Less: other current assets | ( | ) | ( | ) | ||||
| Total other assets – non-current | $ | $ | ||||||
On July 10, 2026, the Company signed an option and lease of water rights for the Longstreet property. For a payment of $
NOTE 6– RELATED PARTY TRANSACTIONS
For the three month ended July 31, 2026 and three months ended July 31, 2025, the Company recognized interest expense, related parties of and $
During the three month ended July 31, 2026, the Company incurred $
NOTE 7 – STOCKHOLDERS’ EQUITY
During the three months ended July 31, 2026, the Company issued
Warrants
The following is a summary of the Company’s warrants activity:
| Weighted Average | ||||||||
| All warrants | Exercise Price | |||||||
| Balance outstanding at April 30, 2026 | $ | |||||||
| Issued | ||||||||
| Exercised for cash | ( | ) | ( | ) | ||||
| Balance outstanding at July 31, 2026 | $ | |||||||
All warrants outstanding at July 31, 2026 expire on February 26, 2027.
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 individual 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 Company’s current policy is to issue new shares to satisfy option exercises.
The Company had
The fair value of the stock options on the date of grant was $
The following ranges of assumptions were used in the Black Scholes option pricing model calculation of the fair value of the option granted during the three months ended July 31, 2026:
| Weighted Average Grant Date Assumptions | Three months ended July 31, 2026 | ||
| Expected term (in years) | - | ||
| Risk-free interest rate | - | ||
| Expected dividend yield | - | ||
| Expected volatility | |||
| Fair value per option | $ | ||
Expected term – The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it uses the simplified method as defined in Staff Accounting Bulletin Topic 14 for the expected term assumption.
Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant with an equivalent term approximating the expected term of the options.
Expected dividend yield – The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.
Expected volatility – The expected volatility is based on the average historical volatility of a peer group of comparable public companies because the Company's shares are thinly traded and its own historical volatility is not considered representative.
At July 31, 2026,
During the three months ended July 31, 2025,
NOTE 8– SUBSEQUENT EVENTS
On August 10, 2026, the Company issued
On August 14, 2026, the Company issued
On August 26, 2026, the Company issued
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report 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 expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states 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 environmental concerns; |
| ● |
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; and |
| ● |
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 “Management’s Discussion and Analysis” of this Quarterly 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 Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.
Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly 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 included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2026. The following statements may be forward-looking in nature and actual results may differ materially.
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 to ultimately bring these deposits to production.
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 moving towards final permitting to begin production.
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 currently no producing mines, but the Company is working to bring its Longstreet Project into production. 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 work to bring Longstreet to productions and remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.
The Company has performed 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 bringing Longstreet to production and drill out the other targets on their property like; North, red Knob and Cyprus Ridge. The Company will also look for other prospects, which 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 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”) ”) – The Company holds an option to purchase 50% of NSR for $1,750,000. |
||
| 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 Roy Clifford et al (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 pre-development 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. #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 Quarterly Report on Form 10-Q. 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.
SELECTED FINANCIAL DATA.
| Three months ended |
||||||||
| July 31, 2026 |
July 31, 2025 |
|||||||
| Revenues |
$ | - | $ | - | ||||
| Total operating expenses |
999,404 | 114,650 | ||||||
| Loss from operations |
(999,404 | ) | (114,650 | ) | ||||
| Other income (expense) |
7,566 | (15,734 | ) | |||||
| NET LOSS |
$ | (991,838 | ) | $ | (130,384 | ) | ||
| Weighted average shares of common stock (basic and diluted) |
196,205,897 | 97,290,810 | ||||||
| Income (loss) per share (basic and diluted) |
$ | (0.01 | ) | $Nil |
||||
BALANCE SHEET INFORMATION
| July 31, 2026 |
April 30, 2026 |
|||||||
| Working capital |
$ | 1,751,729 | $ | 2,023,819 | ||||
| Total assets |
2,997,455 | 2,851,738 | ||||||
| Accumulated deficit |
14,931,613 | 13,939,775 | ||||||
| Stockholders’ equity |
2,580,073 | 2,727,386 | ||||||
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 Board Chairman Lindsay Gorrill.
The Company received BLM Approval (June 17th, 2026) for exploration and also received approval (May 21st, 2026) of its plan of operation from the Forest Service to advance the development program at the Longstreet Gold Project. These approvals allow for the required Hydrology and Water-Resource Assessment, Geology and Resource assessment and Geotechnical testing required to complete work in order to file an EIS or EA to move the Longstreet Project to production.
For the fiscal year ending April 30, 2027, 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 or EA and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS or EA 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.
Additional financing will be required in the future to complete all necessary steps to apply for a final permit. 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 three months ended |
||||||||||||||||
| July 31, 2026 |
July 31, 2025 |
$ Change |
Pct. Change |
|||||||||||||
| Mineral exploration expense |
$ | 78,343 | $ | 30,866 | $ | 47,477 | 154 | % | ||||||||
| Pre-development expense |
469,683 | 13,989 | 455,694 | 3,258 | % | |||||||||||
| Professional fees |
97,957 | 42,366 | 55,591 | 131 | % | |||||||||||
| Management and administrative |
353,421 | 27,429 | 325,992 | 1,189 | % | |||||||||||
| Interest expense, related parties |
- | 15,734 | (15,734 | ) | (100 | )% | ||||||||||
| Interest (income) |
(7,566 | ) | - | (7,566 | ) | n/a | ||||||||||
| Total |
$ | 991,838 | $ | 130,384 | $ | 861,454 | 661 | % | ||||||||
The increase in expenses relate to the Company moving forward on the permitting of its Longstreet Property which as of July 31, 2025, had been dormant for the last 4 years.
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 an exploration stage company.
The Company will continue to focus its capital and resources toward permitting activities at its Longstreet Property.
Total net loss for the three months ended July 31, 2026 of $ 991,838 increased by $861,454 from the total net loss for the three months ended July 31, 2025 of $130,384. This increase in net loss is due to the Company working diligently through the permitting process and managing the organization to support these added responsibilities and future plans for the three months ended July 31, 2026, while the Company was dormant for the three months ended July 31, 2025.
Mineral exploration expense
| For the three months ended |
||||||||||||||||
| July 31, 2026 |
July 31, 2025 |
$ Change |
Pct. Change |
|||||||||||||
| Claims expense |
32,921 | 30,866 | 2,055 | 7 | % | |||||||||||
| Mining and exploration expenses |
45,422 | - | 45,422 | n/a | ||||||||||||
| Total mineral exploration expense |
$ | 78,343 | $ | 30,866 | $ | 47,477 | 154 | % | ||||||||
Mineral exploration expense for the three months ended July 31, 2026 of $78,343 increased $47,477 from the three months ended July, 31, 2025 mineral exploration expense of $30,866. The $2,055 increase in claims expense for the three months ended July 31, 2026 was due to increased legal fees to transfer the claims into the Star Gold name. The increase of $45,422 of mining and exploration expense for the three months ended July 31, 2026 was due to drilling and fieldwork costs and technical consultant fees related to the development of its Plan of Operation and permitting process as the Company works to get the final approvals to bring the Longstreet Project into production.
Pre-development expense
| For the three months ended |
||||||||||||||||
| July 31, 2026 |
July 31, 2025 |
$ Change |
Pct. Change |
|||||||||||||
| Environmental and permitting expenses |
218,511 | - | 218,511 | n/a | ||||||||||||
| Exploration and engineering expenses |
251,172 | 13,989 | 237,183 | 1,696 | % | |||||||||||
| Total pre-development expense |
$ | 469,683 | $ | 13,989 | $ | 455,694 | 3,258 | % | ||||||||
Pre-development expense for the three months ended July 31, 2026 of $469,683 increased $455,694 from the three months ended July, 31, 2025 pre-development expense of $13,989. This increase in pre-development expenses was due to the Company working toward permitting approval and developing its plan of operation. The $218,511 increase in environmental and permitting expense for the three months ended July 31, 2026 was largely due to the beginning of hydrology work and required technical consultants to augment the Company’s staff at the Longstreet property. The increase of $237,183 of engineering expenses for the three months ended July 31, 2026 was due to an increase in engineering and permitting services, access road upgrades and exploration operations to gather the information to file the necessary permits to move the Longstreet Project toward production.
Professional fees
| For the three months ended |
||||||||||||||||
| July 31, 2026 |
July 31, 2025 |
$ Change |
Pct. Change |
|||||||||||||
| Audit and accounting |
$ | 38,724 | $ | 25,000 | $ | 13,724 | 55 | % | ||||||||
| Legal fees |
44,784 | 3,914 | 40,870 | 1,044 | % | |||||||||||
| Public company expense |
14,449 | 13,452 | 997 | 7 | % | |||||||||||
| Total professional fees |
$ | 97,957 | $ | 42,366 | $ | 55,591 | 131 | % | ||||||||
There are no pending legal issues or contingencies as of July 31, 2026.
Legal fees of $44,784 for the three months ended July 31, 2026 increased by $40,870 compared to the three months ended July 31, 2025 expense of $3,914. The increase in total legal fees is mainly due to increased expenses as the Company prepares to ramp up the permitting process and grow its investor base.
Management and administrative expense
| For the three months ended |
||||||||||||||||
| July 31, 2026 |
July 31, 2025 |
$ Change |
Pct. Change |
|||||||||||||
| General administrative and insurance |
$ | 187,248 | $ | 19,245 | $ | 168,003 | 873 | % | ||||||||
| Management fees and payroll |
149,259 | 7,500 | 141,759 | 1,890 | % | |||||||||||
| Office and computer expense |
2,786 | 684 | 2,102 | 307 | % | |||||||||||
| Travel expense |
14,128 | - | 14,128 | n/a | ||||||||||||
| Total |
$ | 353,421 | $ | 27,429 | $ | 325,992 | 1,189 | % | ||||||||
Management and administrative expenses of $353,421 for the three months ended July 31, 2026 increased by $325,992, or 1,189%, compared to the three months ended July 31, 2025 expense of $27,429. General administrative and insurance expenses increased by $168,003, or 873% to $187,248 for the three months ended July 31, 2026, compared to $19,245 for the three months ended July 31, 2025. Management fees and payroll expenses increased by $141,759, or 1,890% to $149,259 for the three months ended July 31, 2026, compared to $7,500 for the three months ended July 31, 2025. During the three months ended July 31, 2025, the Company was still mainly dormant. During the three months ended Jully 31, 2026, the Company was actively working through the permitting process for its Longstreet property and securing the necessary funds to meet this goal. The increase in general administrative and insurance costs was mainly due to D&O insurance and additional marketing costs. The increase in management fees and payroll was due to additional consulting fees and compensation expense to manage this growth and change in the Company’s operations.
LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
| July 31, 2026 |
April 30, 2026 |
|||||||
| Current assets |
$ | 2,169,111 | $ | 2,148,171 | ||||
| Current liabilities |
417,382 | 124,352 | ||||||
| Working capital |
$ | 1,751,729 | $ | 2,023,819 | ||||
CASH FLOWS
| Three months ended |
||||||||
| July 31, 2026 |
July 31, 2025 |
|||||||
| Cash flow used by operating activities |
$ | (636,313 | ) | $ | (56,407 | ) | ||
| Cash flow used by investing activities |
(112,000 | ) | (12,000 | ) | ||||
| Cash flow provided by financing activities |
782,849 | 68,000 | ||||||
| Net increase (decrease) in cash during period |
$ | 34,536 | $ | (407 | ) | |||
As of July 31, 2026, the Company had cash on hand of $1,965,745. Since inception, the sole source of financing has been sales of the Company’s debt, sale of shares and exercise of warrants. During the year ended April 30, 2026, the Company raised $2,984,000 through the issuance of equity and extinguished $671,450 of existing promissory and convertible promissory notes. During the three months ended July 31, 2026, the Company received cash of $782,849 through the exercise of warrants.
As shown in the accompanying balance sheet as of July 31, 2026, the Company had an accumulated deficit of $14,931,613, working capital of $1,751,729, no outstanding debt, and cash on hand of $1,965,745. Based on management's evaluation of these facts, and giving effect to the equity raise and debt extinguishment described above, management has concluded that it is probable that the Company has sufficient liquidity to meet its obligations as they become due within one year after the date these financial statements are issued.
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.
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.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company does not hold any derivative instruments and does not engage in any hedging activities.
| ITEM 4. |
CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended July 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| ITEM 1. |
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. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation.
| ITEM 1A. |
RISK FACTORS. |
There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2026 which was filed with the SEC on July 22, 2026.
| ITEM 2. |
RECENT SALES OF UNREGISTERED SECURITIES. |
During the three months ended July 31, 2026, the Company sold no shares of common stock and 9,785,613 common shares were issued upon the exercise of warrants for net proceeds of $782,849.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES. |
None
| ITEM 4. |
MINE SAFETY DISCLOSURES. |
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.
| ITEM 5. | OTHER INFORMATION. |
| ITEM 6. |
EXHIBITS. |
| 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 | Option and Lease of Water Rights Agreement dated July 10, 2026 between High Test Hay, LLC and Star Gold Corp. |
| 10.9 |
|
| 14.1 |
|
| 31.1 |
|
| 31.2 |
|
| 32.1 |
|
| 32.2 |
| 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. |
| (*) |
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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STAR GOLD CORP. |
|||
| Date: |
September 14, 2026 |
By: |
/s/ Gerard Pascale |
| Chief Financial Officer and Secretary |
|||
| (Principal Financial Officer) |
|||
| Date: |
September 14, 2026 |
/s/ LINDSAY E. GORRILL |
|
| By: |
Lindsay E. Gorrill |
||
| Chief Executive Officer |
Exhibit 10.8
| The undersigned hereby affirms that there is no Social Security number contained in this document | |
|
RECORDING REQUESTED BY: Star Gold Corporation Attn: Lindsay Gorrill, Chairman 1875 N Lakewood Drive, Ste. 200 Coeur d’Alene, ID 83814 |
|
|
AFTER RECORDATION RETURN TO: Parsons Behle & Latimer c/o Justina Caviglia 50 W. Liberty Street, Suite 750 Reno, NV 89501 |
|
| SPACE ABOVE THIS LINE FOR RECORDER'S USE |
OPTION AND LEASE OF WATER RIGHTS
By
High Test Hay Company, LLC
of Tonopah, NV
and
Star Gold Corporation
of Coeur d’Alene, ID
OPTION AND LEASE OF WATER RIGHTS
|
1. |
Background |
1 |
|
|
2. |
STAR GOLD Obligations |
1 |
|
|
3. |
HIGHTEST HAY Obligations |
2 |
|
|
4. |
Lease Term |
2 |
|
|
5. |
Rental |
3 |
|
|
6. |
Beneficial Use |
4 |
|
|
7. |
Liability and Indemnity |
4 |
|
|
8. |
Default |
5 |
|
|
9. |
Miscellaneous Provisions |
5 |
|
|
|
8.1 |
Notices. |
5 |
|
|
8.2 |
Sharing of Documents. |
6 |
|
|
8.3 |
Inspection of Facilities. |
6 |
|
|
8.4 |
Applicable Law. |
6 |
|
|
8.5 |
Waiver. |
6 |
|
|
8.6 |
Taxes. |
6 |
|
|
8.7 |
Entire Agreement. |
6 |
|
|
8.8 |
Captions. |
7 |
|
|
8.9 |
Expenses of Enforcement. |
7 |
|
|
8.10 |
Pronouns. |
7 |
OPTION AND LEASE OF WATER RIGHTS
For good and valuable consideration, High Hay, LLC (HIGH TEST HAY) of Tonopah, Nevada and Star Gold Corporation (STAR GOLD) of Coeur d’Alene, Idaho hereby make this Option and Lease of Water Rights (the “Agreement”) as of this 10th day of July, 2026 (“Effective Date”)
1. Background
1.1 HIGH TEST HAY is the owner with regard to certain water rights (the “Water Rights”) listed on the annexed Exhibit A. STAR water GOLD desires to lease these Water Rights for purpose of mining and milling use. The amount of leased is 2,060.00 acre feet per annum (“AFA”). HIGH TEST HAY has appropriated the water which is the basis of the Water Rights by means of underground sources which are located at the Nevada State Engineer (State Engineer) approved points of diversion.
1.2 STAR GOLD desires to obtain approval of the State Engineer to apply the Water Rights to other places of use and points of diversion for mining and milling uses.
1.3 HIGH TEST HAY desires to assure itself that the Water Rights will be beneficially used for the life of this Agreement in accordance with the terms of this Agreement.
1.4 STAR GOLD desires to assure itself that the Water Rights can be beneficially used for its mining and milling purposes
1.5 STAR GOLD desire to lease the Water Rights from HIGH TEST HAY, and the parties are willing to lease the Water Rights under the terms of this Agreement.
2. STAR GOLD Obligations
STAR GOLD agrees to the following:
2.1 STAR GOLD, or an agent of its choosing, will be fully responsible for filing applications for permits to change the point(s) of diversion, place of use, and manner of use of the Water Rights as necessary to allow STAR GOLD to fully utilize the Water Rights for any lawful purpose during the term of this Agreement, at no cost to HIGH TEST HAY. HIGH TEST HAY shall furnish STAR GOLD with information regarding the point(s) of diversion, place(s) of use of the Water Rights as necessary for the Water Rights to be used by STAR GOLD for its purposes.
2.2 STAR GOLD, or an agent of its choosing, will be fully responsible for all aspects of water rights management of the approved permits to change the point(s) of diversion, place of use, and manner of use of the Water Rights as necessary to allow STAR GOLD to fully utilize the Water Rights for any lawful purpose during the term of this Agreement, at no cost to HIGH TEST HAY. This includes all State Engineer requirements, but not limited to filing proof of completion, proof of beneficial use, extensions of time, pumping data submissions, and monitoring requirements. STAR GOLD agrees to use experienced Nevada water rights firms for the work who will charge customary rates.
3. HIGH TEST HAY Obligations
HIGH TEST HAY agrees to the following:
3.1 HIGH TEST HAY will not be responsible for any costs associated with transferring water rights for use by STAR GOLD.
3.2 HIGH TEST HAY will be responsible for the costs associated with transferring the water rights back to use by HIGH TEST HAY after the termination of this lease.
3.3 HIGH TEST HAY will coordinate with STAR GOLD and allow it to fully review and approve, using reasonable judgement, any and all documentation required to be submitted to the State Engineer for all aspects of water rights management for permits to change the point(s) of diversion, place of use, and manner of use of the Water Rights.
3.4 HIGH TEST HAY shall use all commercially reasonable efforts to maintain its Water Resources Permits (the “Permits”) in good standing such that the Permits may be transferred to STAR GOLD in accordance with this lease. HIGH TEST HAY shall promptly notify STAR GOLD if HIGH TEST HAY receives any notification or other communication from the State of Nevada regarding the potential suspension, forfeiture or other impairment of HIGH TEST HAY’s Permits or the standing or duty of the Water Rights granted thereby.
4. Lease Term
4.1 The initial term of this lease is for ten (10) years commencing on the date from which the first ore is placed on the leach pad.
4.2 STAR GOLD is hereby granted two (2) options, each for extending the lease for an additional ten-year (10) term (for the avoidance of doubt, this Agreement grants STAR GOLD the ability to lease the Water Rights for up to a total of thirty (30) consecutive years). Each option to extend the lease shall be exercised by written notice to HIGH TEST HAY given by STAR GOLD not more than twenty-four (24) months and not less than twelve (12) months prior to the end of the then current term.
4.3 Should STAR GOLD fail to notify HIGH TEST HAY of STAR GOLD’S intent to exercise an option of extending the lease for an additional ten (10) year term pursuant to the terms or conditions outlined in Section 3.2, this lease shall expire at the end of the then current term. All rights to the appropriation of the water which are the subject matter of this lease then will revert to HIGH TEST HAY.
4.4 STAR GOLD may cancel this lease if the State Engineer denies permits to change the point(s) of diversion, place of use, or manner of use of the Water Rights, or if mine operating permits are not obtained within three (3) years from the Effective Date of this lease agreement.
4.5 STAR GOLD shall pay costs incurred in applying for and obtaining approval of any permits it needs to utilize the water leased under this Agreement, including without loss of generality any permits from the State Engineer for transferring the Water Rights to STAR GOLD’S project location. These separate costs incurred are to be paid within thirty (30) days of receipt of invoices for such costs by STAR GOLD and are not included as part of the rents for lease of Water Rights.
4.6 It is expected that temporary applications are to be filed with the State Engineer’s Office, each year, to change the point(s) of diversion, place of use, and manner of use of Water Rights as necessary to allow STAR GOLD to fully utilize the Water Rights for any lawful purpose during the term of this Agreement. STAR GOLD can at its costs and discretion decide to have HIGH TEST HAY temporary change applications for Water Rights. Such a request must be submitted in writing.
4.7 If applications to change the point(s) of diversion, place of use, and manner of use of Water Rights are protested, STAR GOLD is solely responsible for addressing and/or litigating said protests. STAR GOLD may litigate the protests but is not obligated to do so.
4.8 Water Rights and any change applications of Water Rights will remain in HIGH TEST HAY’s name for the duration of this lease.
4.9 HIGH TEST HAY shall provide STAR GOLD no later than January 1 of each calendar year, which water rights (4.5 pivots) will be utilized for the lease for the applicable year. STAR GOLD and HIGH TEST HAY will work cooperatively to ensure any and all applicable notices, temporary change applications or other filing requirements are met to ensure 2,060 AFA will be available for STAR GOLD’s purposes each year.
4.10 A copy of this Agreement will be filed at the State Engineer’s Office for its records.
5. Rental
5.1 STAR GOLD shall pay HIGH TEST HAY for Water Rights at the rate of [REDACTED].
5.2 STAR GOLD shall pay [REDACTED].
5.3 The lease periods for the water rights leased from High Test Hay are for ten (10) years with two (2) options to renew the lease for a total of 30 years. The lease costs will be reviewed every five (5) years of any lease period to adjust the water rights lease costs. The review will be based on an analysis the Consumer Price Index (CPI) for the previous five (5) years.
5.4 If the Water Rights are reduced due to any regulatory reason, the adjusted or unadjusted annual rent shall be reduced in proportion to the reduction of the Water Rights effective on the date of the reduction.
5.5 STAR GOLD shall have the right to terminate this Agreement by written notice to HIGH TEST HAY, if at any time during the term of this Agreement, STAR GOLD is prevented from using the Water Rights obtained hereunder because of judicial orders, court decrees or local, state or federal laws, rules or regulations now or hereinafter in effect.
6. Beneficial Use
6.1 STAR GOLD shall make every effort to beneficially use all of the leased Water Rights to keep them in good standing. Until full beneficial use is made, STAR GOLD shall provide required information to HIGH TEST HAY which shall file necessary applications for extension of time.
6.2 STAR GOLD must provide monthly pumping volume data and well level data of all leased Water Rights (or change applications of leased Water Rights) to HIGH TEST HAY on a regular basis, or as requested by HIGH TEST HAY. HIGH TEST HAY, or an agent of its choosing, will then analyze this data prior to any submission of data to the State Engineer’s Office.
6.3 If STAR GOLD fails to place all 2,060.00 acre-feet annum of Water Rights to full beneficial use, and it has determined that it will never place all 2,060.00 acre-feet annum of Water Rights to beneficial use, and are ready to file a Proof of Beneficial Use form with the State Engineer, then HIGH TEST HAY has the right to file change applications for the unused portions of the said 2,060.00 acre-feet per annum of Water Rights and use said unused portions as it desires. Additionally, proof of beneficial use will not be filed until said change applications of unused portions are approved by the State Engineer. If STAR GOLD fails to place all 2,060.00 acre-feet annum of Water Rights to beneficial use, this failure does not change the rental charges listed in Section 4.1 of this Agreement for the Water Rights which are put to beneficial use.
7. Liability and Indemnity
7.1 STAR GOLD agrees to indemnify, defend, and hold HIGH TEST HAY harmless from any and all liability, claims, demands, judgments, actions, and proceedings arising out of STAR GOLD’s taking and subsequent use of water pursuant to this Agreement. HIGH TEST HAY agrees to indemnify, defend, and hold STAR GOLD harmless from any and all liability, claims, demands, judgments, actions, and proceedings arising out of any third party claims against STAR GOLD arising out of HIGH TEST HAY’s gross negligence or breach of this Agreement.
7.2 STAR GOLD shall comply with all laws and regulations, whether of federal, state or local jurisdictions, applicable to the subject matter of this Agreement. STAR GOLD shall have sole responsibility to dispose of water it produces hereunder. STAR GOLD is solely responsible for all environmental and any other regulatory requirements regarding the use of Water Rights under this lease.
8. Default
In the event STAR GOLD defaults in the payment of money required hereunder and does not cure said default within 20 days after written notice, in addition to any other remedies provided by law, HIGH TEST HAY may retake possession of the water, and apply the water to other uses at its discretion. Such retaking possession of the water and application of the water to other uses shall not terminate this lease, and the rental reserved hereunder shall continue to fall due from month to month until the end of the lease, and the rental hereunder shall only be reduced by the amount that remains after cash revenues obtained by HIGH TEST HAY from the use or leasing of the Water Rights have been applied to attorney fees, costs of repossession, costs of proceeding before the State Engineer to reestablish beneficial uses of the water, costs incurred under this Agreement, and costs of equipment, labor and engineering needed to apply the water to beneficial use.
9. Miscellaneous Provisions
9.1 Notices.
Notices under this Agreement must be in writing and may be (i) delivered in person; (ii) deposited in the United States mail, registered, or certified, return receipt requested; (iii) delivered by electronic mail; or (iv) deposited with a nationally recognized overnight courier, to the addresses below. All notices will be deemed to have been given upon receipt provided that that receipt occurs on or before 5:00 p.m. local time on a business day, otherwise, any notice will be deemed to have been given on the next succeeding business day. Any address or name specified below may be changed by notice given to the addressee by the other party in accordance with this Section. The inability to deliver notice because of a changed address of which no notice was given as provided above, or because of rejection or refusal to accept any notice, will be deemed to be the receipt of the notice as of the date of inability to deliver or rejection or refusal to accept. Any notice to be given by any party may be given by the counsel for such party:
If to HIGH TEST HAY:
High Test Hay Company, LLC
Attn: Mark and Michell Dowers
HC 76 Box 36006 #8
Tonopah, NV 89049
Phone: (702) 462-4111
Email: m.dowers@outlook.com
If to STAR GOLD:
Star Gold Corporation
Attn: Lindsay Gorrill, Chairman
1875 N Lakewood Drive, Ste. 200
Coeur d’Alene, ID 83814
Phone: (208) 664-5066
Email: lgorrill@stargoldcorp.com
9.2 Sharing of Documents.
HIGH TEST HAY shall furnish STAR GOLD, and STAR GOLD shall furnish HIGH TEST HAY with copies of all papers it submits to the State Engineer or any other tribunal with respect to the Water Rights at the same time it serves the papers upon parties to a proceeding or files them, whichever is earlier.
9.3 Inspection of Facilities.
HIGH TEST HAY or an agent of its choosing may upon reasonable notice inspect the facilities of STAR GOLD for use in management of Water Rights.
9.4 Applicable Law.
This Agreement shall be construed under the laws of the state of Nevada. Except as otherwise provided herein, all remedies at law, in equity, by statute, or otherwise shall be cumulative and may be enforced concurrently therewith or from time to time and the election of anyone or more shall not constitute a waiver of the right to pursue other available remedies.
9.5 Mediation.
HIGH TEST HAY and STAR GOLD acknowledge and agree that all disputes arising out of or under this Lease must be resolved by binding mediation. If HIGH TEST HAY and STAR GOLD cannot agree on a single mediator, each party will select one mediator and both mediators will select a third who will serve as the sole mediator. The mediation will be governed by the Uniform Mediation Act then in force and effect. Notwithstanding the foregoing, either party has the right to bring an action for an injunction to the extent necessary to prevent immediate and irreparable harm arising from the actions of the other party.
9.6 Expenses of Enforcement.
If any party starts an action to enforce any provision of this Agreement or for damages by reason of an alleged breach hereof, the court shall award the prevailing party judgment for all costs and expenses, including reasonable attorney’s fees and costs, incurred in connection with such action, to be paid by the other party hereto.
9.7 Waiver.
Forbearance in enforcing any remedy granted by this Agreement shall not be deemed a waiver thereof nor shall it be the basis of an inference that a party hereto has waived any provision hereof or that a party has waived a remedy available at law or in equity. No consent by any party to any departure from here shall be effective unless in writing, and then only to the extent stated in such writing. No notice in any particular circumstance shall entitle a party to notice in the same or similar circumstance unless notice is required hereunder.
9.8 Taxes.
STAR GOLD shall pay all taxes imposed upon the Water Rights during the term hereof.
9.9 Entire Agreement.
This Agreement merges all previous negotiations between the parties hereto, supersedes all prior discussions and correspondence between the parties, and constitutes the entire Agreement and understanding between the parties with respect to the subject matter of this Agreement. No alteration, modification, or change of this Agreement shall be valid except by a written instrument executed by the parties.
9.10 Assignment.
This Agreement may not be assigned by STAR GOLD without prior written consent by HIGH TEST HAY.
9.11 Captions.
The captions of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
9.12 Pronouns.
In this Agreement, the singular shall include the plural, the plural the singular, and the use of any gender shall include all genders.
9.13 Miscellaneous.
HIGH TEST HAY and STAR GOLD acknowledge that time is of the essence with respect to the performance of each and every one of the terms, conditions, covenants, and provisions of this Agreement. This Agreement and all of the other documents to be executed in connection herewith will be governed by and interpreted in accordance with the laws of the State of Nevada. This Agreement will be binding upon and will inure to the benefit of the parties and their heirs, personal representatives, and permitted successors and assigns. This Agreement may be executed in counterparts and delivered by electronic transmission. This Agreement sets forth the entire understanding of HI and STAR GOLD as to the matters set forth herein and cannot be altered or otherwise amended, except pursuant to an instrument in writing signed by each of the parties hereto.
EXHIBIT A
Water Rights of HIGH TEST HAY to be leased by STAR GOLD
Hay Company, LLC is the current owner of the following Underground water rights located in the State of Nevada in Nevada Hydrographic Area No. 149 – Stone Cabin Valley, and plans on leasing them to Star Gold Corporation per the terms of this Agreement:
Nevada Water Right Permits:
Permit 77989, Certificate 22438, 260 AFA
Permit 77994, Certificate 22439, 240 AFA
Permit 77997, Certificate 22440, 1024 AFA
Permit 77998, Certificate 22441, 99.6 AFA
Permit 78001, Certificate 22442, 256 AFA
Permit 81634, Certificate 22443, 768 AFA
Permit 82515, 256 AFA
Permit 82516, 92.4 AFA
Permit 84400, 14.1 AFA
Permit 84427, Certificate 22444, 1000 AFA
Permit 84428, Certificate 22445, 438.2 AFA
Permit 89116, 768 AFA
TOTAL COMBINED DUTY = 3,264 AFA
TOTAL COMMITTED FOR LEASE = 2,060.00 AFA
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLY ACT OF 2002
Rule 13a-14(a)/15d-14(a) Certifications.
I, Lindsay E. Gorrill, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
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4. |
The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and; |
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d. |
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting. |
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5. |
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ‘s internal control over financial reporting. |
Date: September 14, 2026
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/s/ Lindsay E. Gorrill |
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Lindsay E. Gorrill CEO and Principal Executive Officer |
Exhibit 31.2
Certification of Principal Accounting Officer
Pursuant to Section 302 of Sarbanes-Oxley Act
I, Gerard Pascale, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
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4. |
The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and; |
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d. |
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting. |
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5. |
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions): |
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e. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
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f. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ‘s internal control over financial reporting. |
Date: September 14, 2026
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/s/ Gerard Pascale |
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Gerard Pascale Principal Accounting Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the "Company") on Form 10-Q for the period ending July 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Lindsay E. Gorrill, Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to Star Gold Corp. and will be retained by Star Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
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/s/ Lindsay E. Gorrill |
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Lindsay E. Gorrill CEO & Principal Executive Officer September 14, 2026 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the "Company") on Form 10-Q for the period ending July 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Gerard Pascale, Principal Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to Star Gold Corp. and will be retained by Star Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
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/s/ Gerard Pascale |
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Gerard Pascale Principal Accounting Officer September 14, 2026 |