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 maincore 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.

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’sCompany's management, which is responsible for their integrity and objectivity. The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine-monthsix-month period ended JanuaryOctober 31, 2017 are not necessarily indicative of the results that may be expected for the full year ending April 30, 2017.2018.  All amounts presented are in U.S. dollars.  For further information, refer to the financial statements and footnotes thereto in the Company’sCompany's Annual Report on Form 10-K for the year ended April 30, 2016.

2017.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception.  As of JanuaryOctober 31, 2017, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows.  As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $9,851,232$10,149,808 and, at JanuaryOctober 31, 2017, the Company's working capital was $158,305.$917,668.  Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs.  The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors and/or lenders, and attaining commercial production.  However, there is no assurance thatWith the recent capital raise (Note 8), management believes the Company will be ablehas adequate funds to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.  The financial statements do not include adjustments relating tooperate over the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. In the event the Company is unable to fulfill the annual exploration expenditures as specified in the Property Option Agreement (Note 3), the Company will default on the agreement(s) and surrender its right to future claims on the respective property.

next twelve months.

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

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STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2017

impairments and stock option valuation.  Actual results could differ from these estimates and assumptions and could have a material effect on the Company’sCompany's reported financial position and results of operations.

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.

The Company's financial instruments include cash and cash equivalents and reclamation bonds.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at JanuaryOctober 31, 2017.

When required to maximizemeasure assets or liabilities at fair value, the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  ASC 820 establishesCompany uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measureused.  The Company determines the level within the fair value.  A financial instrument'svalue 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.  ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1:  Level 1 applies to assets or liabilities for which there areuses quoted prices in active markets for identical assets or liabilities.

Level 2:liabilities, Level 2 applies to assetsuses significant other observable inputs, and Level 3 uses significant unobservable inputs.  The amount of the total gains or liabilitieslosses for which therethe period are inputs other than quoted pricesincluded in earnings that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3:  Level 3 applies to assets or liabilities for which there are unobservable inputsattributable to the valuation methodology that are significantchange in unrealized gains or losses relating to those assets and liabilities still held at the measurement of the fair value of the assets or liabilities.

reporting date.  At JanuaryOctober 31, 2017 and April 30, 2016,2017, the Company had no assets or liabilities accounted for at fair value on a recurring or nonrecurring basis.

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, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mining 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.

Equipment is stated at cost. Depreciation of equipment is calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to seven years.  Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses.

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.

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, pursuant to guidance established in ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets".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.

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”life"), the estimated volatility of the Company’sCompany's common stock price over the expected term (“volatility”("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 ten-year maximum term and varying vesting periods as determined by the Board of Directors.  The value of shares of common stock awards is determined based on the closing price of the Company’sCompany's stock on the date of the award.

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 and warrants.

The outstanding securities at JanuaryOctober 31, 2017 and 2016, that could have a dilutive effect are as follows:

At October 31, 2017 and 2016, respectively, the effect of the Company's outstanding stock options and common stock equivalentswarrants would have been anti-dilutive.

The Company recognizes a provision for income tax using the liability method.  Deferred income tax liabilities or assets at the end of each period are determined using the tax rates expected to be in effect when the taxes are paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

In August 2014,November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. ASU No. 2015-17 requires the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. The Company adopted this ASU on May 1, 2017.  It had no impact on the financial statements.

In March 2016, the FASB issued ASU No. 2014-15—Presentation2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for stock-based compensation, including income tax consequences and balance sheet and cash flow statement classification of Financial Statements—Going Concern.awards. The guidance requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern, the guidance requires disclosure in the financial statements. The guidance will beupdate is effective for the annual period endingfiscal years beginning after December 15, 2016, with early adoption permitted.  The Company adopted this ASU on May 1, 2017.  It had no impact on the financial statements.

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for annual periodscash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter.  Early application iswithin those fiscal years, with early adoption permitted. The Company has concluded that adoptionis currently evaluating the impact of implementing this update on the financial statements.

In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the standard wouldupdate to potential future acquisitions occurring after the effective date.

Other accounting standards that have minimalbeen issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements as such disclosure is already included the financial statements.

upon adoption.

The following is a summary of the Company's equipment and mining interest at JanuaryOctober 31, 2017 and April 30, 2016.

2017.

Pursuant to the Longstreet Property Option Agreement (the “Longstreet Agreement”"Longstreet Agreement") entered into by the Company on or about January 15, 2010, the Company leases, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property.  On December 10, 2014, the Longstreet Agreement was amended revising the required expenditures and annual stock option obligation.

On January 5, 2016, the Longstreet Property Option Agreement was further amended revising the required expenditures and annual stock option obligation.  All allowable expenditures in excess of the required annual expenditures shall be carried-over to the subsequent year.

The Company is also obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual owners advance royalty payment of $12,000 related to the Clifford claims.

For the year ended April 30, 2016,2017, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property related to the Clifford claims.  The Company also made an annual required payment to the optioner of $20,000$25,000 which is included in “Equipment"Equipment and Mining Interest”Interest".  The Company issued options to purchase 25,000 shares of common stock with fair value of $1,500 (Note 6).  

$1,875.

For the ninesix months ended JanuaryOctober 31, 2017, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet property related to the Clifford claims.  The Company also made an annual required payment to the optioner of $25,000 which is included in “Equipment and Mining Interest”.  The Company issued options to purchase 25,000 shares of common stock with fair value of $1,875.  

The schedule of annual payments, minimum expenditures and number of stock options to be issued pursuant to the amended Longstreet Agreement of January 5, 2016, is as follows:

As of the measurement date of January 31, 2017, the Company hashad made cumulative allowable expenditures of $2,319,581, a surplus of $269,581 over the required cumulative expenditures of $2,050,000.  As of JanuaryOctober 31, 2017, the Company was in compliance with all provisions of the Longstreet Property Option Agreement.

On January 19, 2017, the Company entered into an Option and Lease of Water Rights with Stone Cabin Company, LLC (the “Water"Water Rights Agreement”Agreement").  In exchange for a one-time payment of $20,000, the Water Rights Agreement granted Star Goldthe Company a three yearthree-year option to commence a ten yearten-year lease of certain water rights in Nevada.  The water rights are for use in conjunction with the Company’sCompany's Longstreet Project. Lease payments for the water rights do not commence unless Star Goldthe Company exercises the option to lease. The Water Rights Agreement also granted the Company the ability to extend, upon additional option payments, the option to lease for up to an additional three years and the ability to extend the water rights lease (if exercised) for an additional ten-year period.  The $20,000 payment has been deferred and is being amortized on a straight-line basis over the three-year option period.

On August 21, 2017, the Company entered into an Option and Lease of Water Rights, with High Test Hay, LLC (the "High Test Water Rights Agreement").  In exchange for a one-time payment of $25,000, the High Test Water Rights Agreement grants the Company a three-year option to commence a ten-year lease on certain water rights in Nevada.  The water rights are for use in conjunction with the Company's Longstreet Project.  Lease payments for the water do not commence unless and until the Company exercises the option to lease.  The High Test Water Rights Agreement also grants Star Gold the ability to extend, upon additional option payments, the option to lease for up to an additional three years and the ability to extend the water rights lease (if exercised) for up to an additional ten yeartwenty years.  The $25,000 payment has been deferred and is being amortized on a straight-line basis over the three-year option period.

The Company rents its office space from Marlin Property Management, LLC ("Marlin") an entity owned by the spouse of the Company's former President and April 14, 2015,current Chairman of the Board of Directors.  The lease is on a month-to-month basis as financial resources are available.  The Company entered intocurrently pays $250 per month plus a proportionate share of utilities and insurance.  For the three months ended October 31, 2017 and 2016, office rent was $750 and $Nil, respectively. For the six months ended October 31, 2017 and 2016, office rent was $1,500 and $Nil, respectively.

The Company has had short term promissory notes with the Company’sits Chairman of the Board of Directors in the aggregate amount of $101,916.  The notes matured on December 31, 2015 and bore interest at 8% per annum with bi-monthly payments of $450 commencing on August 1, 2015. The notes and accrued interest were paid in full during the year ended April 30, 2016.

as follows:

For the three months ended JanuaryOctober 31, 2017 and 2016, interest expense on the short term promissorythese notes in aggregate was $Nil and $2,113$437, respectively.  For the ninesix months ended JanuaryOctober 31, 2017 and 2016, interest expense on the short term promissorythese notes in aggregate was $Nil and $2,093, and $2,320 respectively.

The following is a private placement of its securities wherein it raised a total of $424,100 (the “2015 Offering”).  The 2015 Offering consistedsummary of the sale of “units” of the Company’s securities at the per unit price of $0.10.  Pursuant to the Offering, the Company issued 4,241,000 shares of its common stock andCompany's warrants to purchase an additional 4,241,000 shares of its common stock.  Warrants issued pursuant to the Offering entitle the holders thereof to purchase shares of common stock for the price of $0.20 per share.  activity:

The term of each warrant is for five years commencing with its issuance date.

On October 12, 2016, the Company issued 14,000,000 shares of its common stock and warrants to purchase an additional 14,000,000 shares of its common stock to 24 investors pursuant to a private placement of its securities (the “2016 Offering”).  The 2016 Offering consistedcomposition of the sale of “units” of the Company’s securitiesCompany's warrants outstanding at the per unit price of $0.05.  Warrants issued pursuant to the 2016 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share.  The term of each warrantOctober 31, 2017 is for five years commencing with its issuance date.  The Company closed the 2016 Offering and having raised a total of $700,000 ($18,000 in fiscal year ended April 30, 2016 and $682,000 in nine months ended January 31, 2017).  

as follows:

In consideration for mining interests (see Note 3), the Company is obligated to issue stock options to purchase shares of the Company’sCompany's common stock based on "fair market price" which for financial statement purposes is considered to be the closing price of the Company's common stock on the issue dates. 

The following is a summary of the Company’s options issued and outstanding in conjunction with certain mining interest agreements on properties for the three and nine months ended January 31, 2017 and January 31, 2016, respectively:

	For the three and nine months ended January 31, 2017						For the three and nine months ended January 31, 2016
		Options		Price (a)			Options			Price (a)
Beginning balance		375,000		$	0.32			350,000		$	0.34
Issued		25,000			0.08			25,000			0.06
Exercised		-			-			-			-
Expired		-			-			-			-
Ending balance		400,000		$	0.30			375,000		$	0.32

^(a) Weighted average exercise price.

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STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2017

Fair value of the option grants for mining interests for the three and nine months ended January 31, 2017 and 2016, was $1,875 and $1,500, respectively.  Those costs are capitalized as Mining Interests (Note 3).

  No options were issued for mineral interests during the three and six months ended October 31, 2017 and 2016.

As per an agreement fully executed on October 3, 2012, in consideration for consulting and advisory services rendered, the Company was obligated to issue a total of 1,000 stock options based on 5 day5-day variable weighted-average price (VWAP) at the end of each month of the associated consulting contract.  The stock options had a term of 1 year.  The consultant options vested on the first day of the following month of service and were exercisable for a period of nine months following the termination of the agreement.

During the Company’s options issued and outstanding associated with the consulting agreement:

	For the three months ended January 31,
	2017						2016
		Options		Price (a)			Options			Price (a)
Beginning balance		-		$	-			12,000		$	0.34
Issued		-			-			3,000			0.10
Exercised		-			-			-			-
Expired		-			-			(3,000)			(0.24)
Ending balance		-		$	-			12,000		$	0.10

^(a) Weighted average exercise price.

	For the nine months ended January 31,
	2017						2016
		Options		Price (a)			Options			Price (a)
Beginning balance		12,000		$	0.16			12,000		$	0.34
Issued		3,000			0.06			9,000			0.09
Exercised		-			-			-			-
Rescinded/expired		(15,000)			(0.10)			(9,000)			(0.17)
Ending balance		-		$	-			12,000		$	0.10

^(a) Weighted average exercise price.

Total charged against operations under the option grants for consulting services was $Nil and $300, for the threesix months ended JanuaryOctober 31, 2017 and 2016, respectively.   Total charged against operations3,000 options with a fair value of $215 were granted under the option grants forthis consulting services was $Nil and $785 for the nine months ended January 31, 2017 and 2016, respectively.  These costs are classified as management and administrative expense.   

agreement.    Effective August 1, 2016, the consulting agreement was terminated, and all outstanding options issued for consulting services were rescinded by mutual consent of the parties.

The Company established the 2011 Stock Option/Restricted Stock Plan.  The Stock Option 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 Stock Option Plan has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically increases as the total number of shares outstanding increase.  The number of shares subject to the Stock Option Plan and any outstanding awards 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 of the Company's assets.

The Stock Option 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 market 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 ten-year maximum term and varying vesting periods as determined by the Board.

On October 18, 2016, the Company rescinded 2,696,667 fully vested options previously granted under the Stock Option plan with a weighted average exercise price of $0.37.  The Company re-issued the options and granted an additional 2,116,333 options to purchase shares of the Company’sCompany's common stock, or a total of 4,810,000 options, with an exercise price of $0.06 per share.  The options vested immediately and havehad a term of 5 years.  The difference betweenCompany accounted for the repricing as a modification of stock option terms.  The incremental fair value of the modified options over the fair value of the original options rescinded and the fair value of the new options granted was treated as a re-pricing event$126,562 and the Companywas recognized stock-based compensation in the amount of $126,562 for the ninequarter ended October 31, 2016.  No options were issued during the six months ended JanuaryOctober 31, 2017.

The Company estimated the fair value of thesethe option grantsgrant in October 2016 using the Black-Scholes model with the following information and range of assumptions:

The following is a summary of the Company’sCompany's options issuedoutstanding and outstandingexercisable in conjunction with the Company’sCompany's Stock Option Plan:

The total value of the Plan stock option awards is expensed ratably over the vesting period of the employees receiving the awards.  As of JanuaryOctober 31, 2017, there was no unrecognized compensation cost related to stock-based options and awards.

The following is a summary of the Company’sCompany's stock options outstanding and exercisable:

The aggregate intrinsic value of all options vested and exercisable at JanuaryOctober 31, 2017, was $96,200$Nil based on the Company's closing price of $0.08$0.056 per common share at JanuaryOctober 31, 2017.  The Company's current policy is to issue new shares to satisfy option exercises.

On October 12, 2016, the Company issued 14,000,000 shares of its common stock, and warrants to purchase an additional 14,000,000 shares of its common stock to 24 investors pursuant to a private placement of its securities (the "2016 Offering").  The following is a summary2016 Offering consisted of the Company’s warrants activity (Note 6):

	Warrants			Weighted Average Exercise Price
Balance outstanding at April 30, 2015		1,614,400		$	0.23
Issued – October 12, 2015 (Note 6)		4,241,000			0.20
Balance outstanding at April 30, 2016		5,855,400		$	0.21
Issued – October 12, 2016 (Note 6)		14,000,000			0.15
Balance outstanding at January 31, 2017		19,855,400		$	0.17

The compositionsale of "units" of the Company’s warrants outstandingCompany's securities at Januarythe per unit price of $0.05.  Warrants issued pursuant to the 2016 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share.  The term of each warrant is for five years commencing with its issuance date.  The Company raised a total of $700,000 ($18,000 in fiscal year ended April 30, 2016 and $682,000 in the year ended April 30, 2017) pursuant to the 2016 Offering.

On October 31, 2017, the Company issued 21,597,698 shares of its common stock, and warrants to purchase an additional 10,798,849 shares of its common stock to 34 investors pursuant to a private placement of its securities (the "2017 Offering").  The 2017 Offering consisted of the sale of "units" of the Company's securities at the per unit price of $0.10. Each unit consisted of two shares of common stock and one warrants to purchase an additional share of common stock.   Warrants issued pursuant to the 2017 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share.  The term of each warrant is as follows:

for three years commencing with its issuance date.  The Company raised a total of $1,079,885, including receipt of $10,000 stock subscription receivable subsequent to October 31, 2017 pursuant to the 2017 Offering.

This quarterly report and the exhibits attached hereto contain “forward-looking statements”"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Such forward-looking statements concern the Company’sCompany's anticipated results and developments in the Company’sCompany'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”"expects" or “does"does not expect”expect", “is expected”"is expected", “anticipates”"anticipates" or “does"does not anticipate”anticipate", “plans”"plans", “estimates”"estimates", or “intends”"intends", or states that certain actions, events or results “may”"may" or “could”"could", “would”"would", “might”"might" or “will”"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:

This list is not exhaustive of the factors that may affect the Company’sCompany'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"Risk Factors and Uncertainties”Uncertainties", “Description"Description of Business”Business" and “Management’s"Management's Discussion and Analysis”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”"SEC"), particularly the Company’sCompany's Annual Reports on Form 10-K, reports on Form 10-Q and Current Reports on Form 8-K.

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking"forward-looking statements.”" These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,”"plan," "anticipate," "believe," "estimate," "should," "expect," and similar expressions include the Company’sCompany'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"Management's Discussion and Analysis or Plan of Operation”Operation" and elsewhere in this Quarterly Report.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star"we," "us," "our," "Star Gold,”" and the “Company”"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’sCompany's financial statements and the integral notes (“Notes”("Notes") thereto included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ending April 30, 2016.2017.  The following statements may be forward-looking in nature and actual results may differ materially.

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. currently leases 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."Longstreet Property" (or the "Longstreet Project"). The Longstreet Property in its entirety comprises 125 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers),ranchers, pursuant to the "Clifford Lease," as well as 50 recently staked claims by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha). The Longstreet property 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.  Since the potential products are traded in the open market, the Company has no control over the competitive conditions in the industry.

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.  As such, the Company acquires properties which it believes have potential to host economic concentrations of minerals,minerals; particularly gold and silver.  These acquisitions have and may take the form of obtaining or leasing unpatented mining claims on federal land, or onleasing claims, or private property owned by third parties.others.  An unpatented mining claim is an interest that can be acquired to the mineral rights on open lands of the federal 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 into joint venture agreements with other companies to fund further exploration and/or development work.  It is the Company’sCompany's plan to focus on assembling a high

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qualityhigh-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 place on the western United States.