For the yearsthree months ended July 31, 20212022, and 2020,2021, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.

NOTE 4 –4– EQUIPMENT AND MINING INTEREST

The following is a summary of the Company’s equipment and mining interest at on July 31, 20212022 and 2020.April 30, 2022.

Schedule of Company Equipment and Mining Interest

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2022

Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. (“Great Basin”), as amended, which was originally entered into by the Company on or about January 15, 2010 (the “Longstreet Agreement”), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company’s common stock.

On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of 18 months (the “Consulting Agreement”). Under the Consulting Agreement, the Company will pay Great Basin $7,500 per month for the term of the Consulting Agreement.

On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $22,500 lump sum payment and three subsequent monthly payments of $7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company. For the year ended April 30, 2021, the Company paid Great Basin a total of $67,500 which is included in pre-development expense. As of July 31, 2021,2022, no amount is due to Great Basin under the consulting agreement.Consulting Agreement.

The August 24, 2020 Amendment also grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2021 

In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the three-monthsthree months ended July 31, 20212022 and 2020,2021, respectively, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property.

TheAt July 31, 2022 and April 30, 2022, the Company has paida reclamation bond of $89,400 towith the United States Department of Agriculture-Forest Service to increase the Reclamation Bond as collateral on the Longstreet Property. The bond is collateral on reclamation of planned drilling activities on the Longstreet Property and is refundable subject to the Company completing defined reclamation actions upon completion of drilling.

NOTE 5 –OTHER CURRENT ASSETS

On December 31, 2016, the Company entered into an Option and Lease of Water Rights with Stone Cabin Company, LLC (the “Stone Cabin Water Rights Agreement”). In exchange for a one-time payment of $20,000, the Stone Cabin Water Rights Agreement granted the Company a three-year option to commence a ten-year lease of certain water rights in Nevada. The water rights are for use in conjunction with the Company’s Longstreet Project. Lease payments for the water rights do not commence unless the Company exercises the option to lease. The Stone Cabin Water Rights Agreement also granted the Company the ability to extend, upon additional annual 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 Company has exercised its first and second options to extend the Stone Cabin Water Rights Agreement on December 31, 2019 and 2020 respectively.

As of July 31, 2021, the unamortized portion of the Stone Cabin Water Rights Agreement and subsequent exercise of its second option is $8,384.

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 rights do not commence unless and until the Company exercises the option to lease.  The High Test Water Rights Agreement also grants 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 up to an additional twenty years.  The initial $25,000 payment has been deferred and was amortized on a straight-line basis over the three-year option period.

On August 21, 2020, the Company exercised its first option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months. On August 21, 2021, the Company exercised its second option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months. As of July 31, 2021,2022 and April 30, 2022, the unamortized portion of the High Test Hay Water Rights Agreement and subsequent exercise of its second option is $2,067.$1,438 and $7,740, respectively.

On October 31, 2021, the Company issued 2,000,000 warrants to purchase stock in accordance with an agreement whereby the Company will receive promotional services to be performed in the future. The following is a summaryfair value of the Company’s Other Current Assets atwarrants issued was $87,871 was recorded as other current assets and is being amortized over subsequent periods when services are received. For the quarter ended July 31, 20212022 and the year ended April 30, 2021: 2022, no share-based compensation has been recognized. (Note 8).

On August 21, 2021, the Company exercised its second option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months.

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2022

The following is a summary of the Company’s Other Current Assets at July 31, 2022 and April 30, 2022:

Schedule of Company Other Current Assets

On August 21, 2022, the Company exercised its third option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months (Note 11)10).

NOTE 7 –6– RELATED PARTY TRANSACTIONS

Effective September 1, 2019, the Board authorized the Company to accrue for a period of six months a monthly total of $18,000 to reward, compensate and incentivize for the Chairman of the Board, two other respective members of the Board, and the Company’s Chief Financial Officer. During the year ended April 30, 2021, the accrued balance of $89,000 was paid to the respective officers and directors. As of April 30, 2021, there were no further payments due under this board action.

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2021 

On March 10, 2020 and June 25, 2020, the Company entered into promissory notes with the Company’s Chairman of the Board of Directors in the amount of $50,000 and $30,000, respectively. The notes had maturity dates of March 10, 2022 and June 27, 2022, respectively and accrued interest at 6% per annum.

During the year ended April 30, 2021, the total outstanding balance of the respective promissory notes of $80,000 and accrued interest of $1,786 was paid to the Company’s Chairman of the Board.

On May 1, 2021, the Company entered into consulting agreements with four members of the Company’s management team.team (the “consulting agreements”). The Company entered into an Agreementagreement with each withof the Chairman of the Board, the President, the Chief Financial Officer and the Vice President of Finance.

Each Agreementagreement is for a two-year period, automatically renewable annually thereafter, and paysoriginally paid each executive $6,000 per month. Each executive was originally eligible to receive a bonus equal to eighteen (18) months’ compensation, payable upon a change in control event. The consulting agreements superseded all previous agreements or resolutions.

Effective December 1, 2021, the consulting agreements were amended. Under the terms of the amended agreements, three executives are to be paid $1 annual compensation and one executive will be paid $2,500 per month. Each executive is eligible to receive a bonus of $108,000 payable upon a change of control.

For the three months ended July 31, 2022, the Company recognized $7,500 in control event equal to eighteen (18) months’ compensation. The Consulting Agreements supersede any previous agreements or resolutions.management and administrative expense under the consulting agreements. For the three months ended July 31, 2021, the Company recognized $72,000 in management and administrative expense under the Consulting Agreements.consulting agreements.

On November 30, 2021, the Company entered into four Convertible Promissory Notes (the “Convertible Promissory Notes”) with certain officers and directors of the Company in consideration of deferred compensation totaling $150,000. The notes accrue interest at 5% per annum with monthly interest-only payments through April 30, 2025. The notes mature April 30, 2025.

The Convertible Promissory Notes are convertible at any time after the original issue date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a conversion price equal to $0.05 per share. The Convertible Promissory Notes are convertible into an aggregate of 3,000,000 shares. At July 31, 2022 and April 30, 2022, the balance of the Convertible Promissory Notes was $150,000.

On April 12, 2022, the Company entered in a promissory note with the Company’s Chairman of the Board of Directors in the amount of $50,000. The note has a maturity date of April 12, 2024 and accrued interest at 5% per annum.

On June 28, 2022, the Company entered in a promissory note with the Company’s Chairman of the Board of Directors in the amount of $30,000. The note has a maturity date of April 12, 2024 and accrued interest at 5% per annum.

On July 5, 2022, the Company entered into a promissory note with an entity controlled by a director and the Chairman of the Board of Directors in the amount of $80,000. The proceeds repaid the April 12, 2022 and June 28, 2022 promissory notes outstanding. The July 5, 2022 promissory note has a maturity date of July 31, 2025 and accrues interest at 8% per annum. At July 31, 2022, the balance of the promissory note is $80,000.

For the three months ended July 31, 2022 and 2021, the Company recognized interest expense, related parties of $2,505 and $Nil, respectively. At July 31, 2022 and April 30, 2022, the balance of accrued interest due to related parties is $5,117 and $3,226, respectively, which is included in “Accounts payable and other accrued liabilities”.

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2022

NOTE 87 – STOCKHOLDERS’ EQUITY

For the three months ended July 31, 2020, the Company issued a total of 816,000 shares of Common Stock upon exercise of warrants at $0.045 per share by a warrant holder for aggregate proceeds of $36,720.

For the three months ended July 31,2022 and 2021, the Company did not issue any shares of its Common Stock.

NOTE 98 – WARRANTS

On June 8, 2020, Star Gold notified all of its warrant holders thatOctober 31, 2021, the Company was re-pricing,granted 2,000,000 warrants to purchase common stock in lieu of cash payment for a limited time, all issued and outstanding Common Stock Warrants,future services. The warrants have an exercise price of $0.0442. The expiration date of the Company, to an Exercise Price of $0.045 per share.

During the period beginning on June 8, 2020 and ending on Augustwarrants is October 31, 2020, each outstanding warrant to purchase Star Gold Common Stock could be exercised, in whole or in part, at the per share price of $0.045 per share regardless2026. The fair value of the exercise price set forthwarrants granted was $87,871 and is included in “Other Current Assets” and will be amortized for services to be provided over the warrant being exercised.

After August 31, 2020 each remaining outstanding and unexercised common stock warrant would then revert to its original exercise price as set forth in each respective warrant.

On August 31, 2020, the Board approved extending the expiration of the repricing, of all issued and outstanding warrants, to September 11, 2020. On September 11, 2020, the Board approved extending the expiration of the repricing, of all issued and outstanding warrants, to September 30, 2020. After 5 pm PDT on September 30, 2020, all warrants outstanding reverted to their original exercise price as set forth in each respective warrant.

On July 6, 2020, an accredited investor exercised 816,000 Warrants to Purchase Common Shares of the Company’s stock at $0.045 per shares for cash proceeds of $36,720.subsequent twelve months (Note 5).

The following is a summary of the Company’s warrants to purchase shares of Common Stock activity: activity:

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2021 

The composition of the Company’s warrants outstanding at July 31, 20212022 is as follows:

Schedule of Company’s Warrants Outstanding

NOTE 109 – STOCK OPTIONS

Options issued for mining interest

In consideration for its mining interest (see Note 4), the Company was obligated to issue stock options to purchase shares of the Company’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. Those costs are capitalized as Mining Interest.

Options outstanding for mining interest totaled 935,000 at July 31, 20212022 and April 30, 20212022 and are fully vested. As of July 31, 2021,2022, the remaining weighted average term of the option grants for mining interest was 3.092.09 years. As of July 31, 2021,2022, the weighted average exercise price of the option grants for mining interest was $0.04 per share.

Options issued under the 2011 Stock Option/Restricted Stock Plan

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.

On April 30, 2021, the Board of Directors authorized the grant of 2,700,000 options to purchase shares of Common Stock of the Company to various directors and officers. The options have an exercise price of $0.06 based on the closing price of the Company’s Common Stock on the date of grant and vest immediately. The expiration date of the options is April 30, 2026.

The Company estimated the fair value of the April 30, 2021 option grants using the Black-Scholes model with the following information and range of assumptions:

No options were issued under the Stock Option Plan during the three months ended July 31, 20212022 or 2020.2021.

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2021 2022

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of July 31, 2022 and April 30, 2021,2022, respectively, there was no unrecognized compensation cost related to stock-based options and awards.

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of April 30, 2021:July 31, 2022:

Schedule of Company’s Stock Option Plan

Summary:

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

Schedule of Company’s Stock Option Outstanding and Exercisable

The aggregate intrinsic value of all options vested and exercisable at July 31, 2021,2022, was $14,025$Nil based on the Company’s closing price of $0.055$0.02 per common share at July 31, 2021.2022. The Company’s current policy is to issue new shares to satisfy option exercises.

NOTE 1110 – SUBSEQUENT EVENT

On August 4, 2022, the Company entered into a promissory note with an entity controlled by a director and the Chairman of the Board of Directors in the amount of $150,000. The promissory note has a maturity date of July 31, 2025 and accrues interest at 8% per annum.

On August 21, 2021,2022, the Company exercised its secondthird option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months.months

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:

This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of Business” and “Management’s Discussion and Analysis” of this 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, 2021.2022. 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 a pre-development stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals.

Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” (or the “Longstreet Project”). The Longstreet Property in its entirety comprises 142 mineral claims: 75 original optioned claims, (137of which 70 are unpatented staked claims acquired from Great Basin Resources Inc. and 5five claims leased from local rancher, Roy Clifford and family (theranchers, pursuant to the “Clifford claims”)Lease”; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,149(1,012 ha). The Longstreet Project is at an intermediate stage of exploration.

The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry.

Overview of Mineral Exploration and Current Operations

Star Gold Corp. is a pre-development stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. The Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest, that can be acquired, in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management. The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.

The Company will perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). The Company may enter joint venture agreements with other companies to fund further exploration and/or development work. It is the Company’s plan to focus on assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.

The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.

Portions

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 Company’s mining propertiescalendar 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 owned by third parties and leased to Star Gold as outlined in the following table:follows:

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 1875 N. Lakeview Drive, Suite 200303, Coeur d’Alene, ID 83814. 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.

Statement of Operations Information:

Balance Sheet Information:

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 and Chief Financial Officer Kelly Stopher.

During the fiscal year ended April 30, 2021, the Company commissioned a detailed third-party Preliminary Economic Assessment (“PEA”) to redefine the Longstreet Project and to make sure that the assumptions, and resulting economics, relied on to move the leach pad closer to the Main nob justified the change in design. The PEA has been completed and the Company is currently assessing the best strategy to proceed.

The drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 remains valid until December 2021.2022. This allows the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company may apply for an extension of the permit.

For the fiscal year ending April 30, 2022,2023, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project:

Hydrology Drilling – 2 to 4 holes expected to be sufficient:

Geochemical analysis – design of program for submission to State of Nevada involves some core drilling;

Plan of Operations Development (Mine Plan, Civil Engineering Design)

Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.

Approval of the Longstreet Plan is subject to governmental agency review and may require additional remediation activities.

Management believes it can source additional capital in the investment markets in the coming months and years.  The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties.

Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts.  The Company will consider additional public offerings, private placement, mergers or debt instruments.

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

The Company earned no operating revenue in 20212022 or 20202021 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and presently is seeking other natural resources related business opportunities.

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, 20212022 of $165,384 increased$140,046 decreased by $44,308$25,338 from the 20202021 total net loss of $121,076.$165,384.

Mineral exploration expense

Mineral exploration expense for the three months ended July 31, 20212022 was $25,146 noa change of $Nil from 20202021 mineral exploration expense of $25,146. Aside from annual claims payments, there was no additional mineral exploration expense for the three months ended July 31, 20212022 and 2020,2021, respectively.

The Company’s emphasis has shifted from exploratory drilling to activities related to pre-development expense including environmental and anthropological studies associated with building a Plan of Operations and obtaining a permit to construct a mine at the Longstreet site.

Pre-development expense

Pre-development expense for the three months ended July 31, 20212022 was $13,315, a decrease$53,177 an increase of $18,852$39,862 from 20202021 pre-development expense of $32,167 ..$13,315.

Technical consultant expense decreasedincreased $43,552 to $ 22,950 in 2021 due$43,552 for the three months ended July 31, 2022 compared to no payments required in 2021 related to a consulting contract executed with Great Basin Resources, Inc. as consideration$Nil for amending the Longstreet Property Agreement.three months ended July 31, 2021.

Legal and professional fees

Audit and accounting fees for the three months ended July 31, 20212022 increased by $2,874$982 compared to the three months ended July 31, 2020.2021.

Legal fees decreased $2,088,by $4,866, from $8,888$6,800 for the three months ended July 31, 20202021 to $6,800$1,934 for the three months ended July 31, 2021.2022. There are no pending legal issues or contingencies as of July 31, 2021.2022.

Investor relations expense decreased $1,623increased by $1,748, for the three months ended July 31, 2021 which was attributable to costs associated with redesign and maintenance on the Company’s website.2022.

General and administrative expense

Total general and administrative expense increased $64,941decreased by $65,788, for the three months ended July 31, 20212022 to $86,554$20,766 compared to $21,613$86,554 for the three months ended July 31, 2020.2021. Management fees increaseddecreased by $64,500 for the three months ended July 31, 20212022 as management fees were not accrued for the period then ended.

COVID-19 limited business-related travel which resulted in a slight decrease in auto and travel expense for the three months ended July 31, 2021.

LIQUIDITY AND FINANCIAL CONDITION

As of July 31, 2021,2022, the Company had cash on hand of $179,254.$962. Since inception, the sole source of financing has been sales of the Company’s debt and equity securities and short term loans directors of the Company.securities. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.

Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of Common Stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s capital stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company’s mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.

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.

The Company does not hold any derivative instruments and does not engage in any hedging activities.

Conclusions of Management Regarding Effectiveness 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.

PEO and PFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the PEO and the PFO. The Certifications are required in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The Items of this report which you are currently reading is the information concerning the Evaluation referred to in Section 302 Certifications and this information should be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended July 31, 20212022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

PART II - OTHER INFORMATION

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.

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, 20212022 which was filed with the SEC on August 4, 2021.July 29, 2022.

During the period beginning on June 8, 2020 and ending on August 31, 2020, each outstanding warrant to purchase Star Gold Common Stock could be exercised, in whole or in part, at the per share price of $0.045 per share regardless of the exercise price set forth in the warrant being exercised.

After August 31, 2020 each remaining outstanding and unexercised common stock warrant would then revert to its original exercise price as set forth in each respective warrant.

On August 31, 2020 the Board approved extending the expiration of the repricing, of all issued and outstanding warrants, to September 11, 2020. On September 11, 2020 the Board approved extending the expiration of the repricing, of all issued and outstanding warrants, to September 30, 2020. After 5 pm PDT on September 30, 2020, all warrants outstanding reverted to their original exercise price as set forth in each respective warrant.

For the year ended April 30, 2021, forty-three (43) warrant holders exercised a total of 19,495,969 warrants to purchase shares of the Company’s Common Stock at $0.045 per share for aggregate cash proceeds of $877,318, inclusive of five (5) officers and directors who exercised 2,072,222 at $0.045 per share for aggregate cash proceeds of $93,250.

For the three months ended July 31, 2021,2022, the Company sold no Common Stock.

During the three months ended July 31, 2021,2022, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our Common Stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.

None

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.

None

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.