UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQuarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the quarterly period ended OctoberJanuary 31, 20212022

o   Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-52711

STAR GOLD CORP.

(Exact name of small business issuer as specified in its charter)

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. Yes x No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post filed). Yesx No o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x

As of December 13, 2021,March 4, 2022, there were 97,290,810 shares of registrant’s common stock, $0.01 par value, issued and outstanding.

Contents

PART I - FINANCIAL INFORMATION

STAR GOLD CORP.

CONDENSED BALANCE SHEETS (UNAUDITED)

The accompanying notes are an integral part of these condensed unaudited financial statements.

STAR GOLD CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of these condensed unaudited financial statements.

STAR GOLD CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended October 31, 2021 and 2020

The accompanying notes are an integral part of these condensed unaudited financial statements.

STAR GOLD CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these condensed unaudited financial statements.

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2022

NOTE 1 -– NATURE OF OPERATIONS

Star Gold Corp. (the “Company”) was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.

The Company’s core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company’s exploration work will ultimately discover or produce any economically viable minerals.

NOTE 2 -– SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. 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 the Company’s management, all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair statement of the interim financial statements have been included. The balance sheet at April 30, 2021 was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. Operating results for the three- and six-monthnine-month periods ended OctoberJanuary 31, 20212022 are not necessarily indicative of the results that may be expected for the full fiscal year ending April 30, 2022.

For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended April 30, 2021.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of OctoberJanuary 31, 2021,2022, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows, which raises substantial doubt about the Company’s ability to continue as a going concern. As shown in the accompanying balance sheets of OctoberJanuary 31, 2021,2022, the Company has an accumulated deficit of $12,072,56512,141,616. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 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 or obtaining additional financing from investors and/or lenders.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to long-lived asset impairments and stock-based compensation valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.

Risks and UncertaintiesNOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2022

The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging exploration mining business, including the potential risk of business failure.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

Reclamation bond

The Reclamation bond constitutes cash held as collateral for the faithful performance of the bond securing exploration permits and are accounted for on a cost basis.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents and reclamation bond. All instruments are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2021.

Fair Value Measures

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At OctoberJanuary 31, 20212022 and April 30, 2021, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

Mining Interests and Mineral Exploration Expenditures

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. 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.

Pre-development Expenditures

Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production which are expensed due to the lack of evidence of economic development which is necessary to demonstrate future recoverability of these costs. 

Equipment

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

Reclamation and Remediation

The Company’s operations are subject to standards for mine reclamation that have been established by various governmental agencies. In the period in which the Company incurs a contractual obligation for the retirement of tangible long-lived assets, the Company will record the fair value of an asset retirement obligation as a liability. A corresponding asset will also be recorded and depreciated over the life of the asset. After the initial measurement of an asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. To date, the Company has not incurred any contractual obligation requiring recording either a liability or associated asset.

Impairment of Long-lived Assets

The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

Share-based Compensation

The Company estimates the fair value of options to purchase Common Stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s Common Stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a 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’s stock on the date of the award.

Income Taxes

The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carryforwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Reclassifications

Certain reclassifications have been made to the 20202021 financial statements in order to conform to the 2021 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

New Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06 Debt – Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging – Contracts In Entity’s Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entity’s Own Equity. The update simplifies the accounting for and disclosures related to company debt that is convertible or can be settled in a company’s own equity securities. The update is effective for fiscal years beginning after December 15, 2021. Management is evaluating the impact of this update on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 – EARNINGS PER SHARE

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 OctoberJanuary 31, 20212022 and 20202021 that could have a dilutive effect are as follows:

 Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

For the three- and six-monthsnine-months ended OctoberJanuary 31, 20212022 and 2020,2021, respectively, the effect of the Company’s outstanding stock options and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.

NOTE 4 – EQUIPMENT AND MINING INTEREST

The following is a summary of the Company’s equipment and mining interest at OctoberJanuary 31, 20212022 and April 30, 2021.

Schedule of Company Equipment and Mining Interest

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

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

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2022

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 OctoberJanuary 31, 2021,2022, no amount is due to Great Basin under the 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.

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 six-monthsnine-months ended OctoberJanuary 31, 20212022 and 2020,2021, respectively, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property.

TheAt January 31, 2022 and April 30, 2021, 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 October 31, 2021, the unamortized portion of the Stone Cabin Water Rights Agreement and subsequent exercise of its second option is $3,342.

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 OctoberJanuary 31, 2021,2022, the unamortized portion of the High Test Hay Water Rights Agreement and subsequent exercise of its second option is $20,137.$13,836.

As ofOn October 31, 2021, the Company issued 2,000,000 Warrantswarrants to Purchase Common Stock.purchase stock. for services. The fair value of the warrants issued was $87,871 and is included in “Other Current Assets” and will be recognized over subsequent periods when services are received. For the three months and nine months ended January 31, 2022, no share based compensation has been recognized. (Note 7).

The following is a summary of the Company’s Other Current Assets at OctoberJanuary 31, 20212022 and April 30, 2021:

Schedule of Company Other Current Assets

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBERJANUARY 31, 20212022

NOTE 6–6 – RELATED PARTY TRANSACTIONS

Effective September 1, 2019, the Board authorized the Company to accrue for a period of sixnine 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.

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

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

Effective December 1, 2022, 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 payable of $108,000 upon a change of control.

For the three months ended January 31, 2022, the Company recognized $53,000 in management and administrative expense under the Consulting Agreements. For the nine months ended January 31, 2022, the Company recognized $173,000 in management and administrative expense under the 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 to an aggregate of 3,000,000 shares. At January 31, 2022, the balance of the Convertible Promissory Notes is $150,000.

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. The Company entered into an Agreement each with the Chairman of the Board, the President, the Chief Financial Officer and the Vice President of Finance.

Each Agreement is for a two-year period, automatically renewable annually thereafter, and pays each executive $6,000 per month. Each executive is eligible to receive a bonus payable upon a change in control event equal to eighteen (18) months’ compensation. The Consulting Agreements supersede any previous agreements or resolutions. For the three months ended OctoberJanuary 31, 2022 and 2021, the Company recognized $72,000 in managementinterest expense, related parties of $1,274 and administrative expense under the Consulting Agreements.$Nil, respectively. For the sixnine months ended OctoberJanuary 31, 2022 and 2021, the Company recognized $144,000 in managementinterest expense, related parties of $1,274 and administrative expense under$1,367, respectively. At January 31, 2022, the Consulting Agreements.balance of accrued interest is $1,274.

NOTE 7 – WARRANTS

On June 8, 2020, the Company notified all of its warrant holders that the Company was re-pricing, for a limited time, all issued and outstanding Common Stock Warrants, of the Company, to an Exercise Price of $0.045 per share.

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. 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 shares of the Company’s Common Stock at $0.045 per shares for cash proceeds of $36,720.

For the three months ended October 31, 2020, forty-three warrant holders exercised a total of 18,679,969 warrants to purchase shares of the Company’s Common Stock at $0.045 per share for aggregate cash proceeds of $840,598.

On October 31, 2021, the Company granted 2,000,000 warrants to purchase Common Stockcommon stock in lieu of cash payment for future services. The warrants have an exercise price of $0.0442 based on the closing price of the Company’s Common Stock on the date of grant.$0.0442. The expiration date of the warrants is October 31, 2026. The fair value of the warrants granted was $87,871 and is included in “Other Current Assets” and will be amortized for services to be provided over the subsequent twelve months (Note 5).

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBERJANUARY 31, 20212022

The Company estimated the fair value of the October 31, 2021 warrants issued using the Black-Scholes model with the following information and range of assumptions:

Schedule of Estimated Fair Value of Warrant using Black-Scholes model

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

Schedule of Company’s Warrants to Purchase of Common Stock

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

Schedule of Company’s Warrants Outstanding

NOTE 8 -– 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 Stockcommon stock based on “fair market price” which for financial statement purposes is considered to be the closing price of the Company’s Common Stockcommon stock on the issue dates. Those costs are capitalized as Mining Interest.

Options outstanding for mining interest totaled 935,000 on OctoberJanuary 31, 20212022 and April 30, 2021, and are fully vested. As of OctoberJanuary 31, 2021,2022, the remaining weighted average term of the option grants for mining interest was 2.842.58 years. As of OctoberJanuary 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.

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBERJANUARY 31, 20212022

On April 30, 2021, the Board of Directors authorized the grant of 2,700,000 options to purchase shares of Common Stockcommon 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 Commoncommon 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:

Schedule of Estimated Fair Value of Options using Black-Scholes model

No options were issued under the Stock Option Plan during the three- and sixnine months ended OctoberJanuary 31, 20212022 or 2020.2021.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of OctoberJanuary 31, 2022 and April 30, 2021, 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 2011 Plan as of OctoberJanuary 31, 2021:2022:

Schedule of Company’s Stock Option Plan

Summary:

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

Schedule of Company’s Stock Option Outstanding and Exercisable

The aggregate intrinsic value of all options vested and exercisable at OctoberJanuary 31, 2021,2022, was $3,927$Nil based on the Company’s closing price of $0.0442$0.0338 per common share at OctoberJanuary 31, 2021.2022. The Company’s current policy is to issue new shares to satisfy option exercises.

STAR GOLD CORP. 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2021

NOTE 9 – STOCKHOLDERS’ EQUITY

On August 1, 2020, the Company issued 400,000 shares of its Common Stockcommon stock in lieu of cash to at $0.05 per share for accounts payable.

For the sixnine months ended OctoberJanuary 31, 2020,2021, the Company issued a total of 19,495,969 shares of its Common Stockcommon stock upon exercise of warrants at $0.045 per share by 44 warrant holders for aggregate proceeds of $877,318$877,318 (Note 7).

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

NOTE 10 – SUBSEQUENT EVENT

On November 30, 2021, the Company entered into four 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 Company is scheduled to make 41 monthly interest payments beginning no later than December 31, 2021.

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 the greater of $0.05 per share or the closing price of the Company’s common stock on November 30, 2021. The closing price of the Company’s stock on November 30, 2021 was $0.03 per share. The Convertible Promissory Notes are convertible to an aggregate of 3,000,000 shares.

As of October 31, 2021, the balance of deferred compensation subsequently converted to Convertible Promissory Notes was $129,000.stock.

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. 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 Project is in a historical region of mineral production in Nye County, Nevada, USA, known as Walker Lane. Walker Lane hosts the well-known deposits of Round Mountain, Mineral Ridge, Bell Mountain and Bullfrog, all current or past producers.

The Longstreet Au-Ag Project is located approximately 275 km northwest of Las Vegas and approximately 80 km northeast of Tonopah, a town of approximately 2,500 people and the seat of the government for Nye County, in west-central Nevada. The northeast-southwest oriented property is situated within the McCann Canyon and Georges Canyon Rim 7 1/2 topographic quadrangles and extends approximately 3 km along strike within the Monitor Range. The geographic coordinates of the central part of the property are approximately 38°22′0′ N Latitude and 116°40′00″ W Longitude. The deposit has been known for many years and the property explored on numerous occasions. Exploration work on the property has included pits, core drilling, RC drilling, an inclined shaft, three adits and limited underground vertical raising.

The Longstreet Au-Ag Project is at an intermediate stage of exploration. The area has been sporadically explored since the early 1900s by several early operators and recent drilling by Star Gold.

The property comprises 142 mineral claims (137 claims acquired from Great Basin and 5 claims leased from local ranchers, Roy Clifford and family (the “Clifford claims”)). The Longstreet Au-Ag Projects covers a total area of approximately 1149 hectares.

The Clifford claims are for use during mining exclusively with a royalty of 2% on the values extracted from those claims. The 2% royalty to Clifford, et. al. is inclusive of the overall 3% NSR to Great Basin and applies only to the following claims:

Morning Star NMC 96719

Longstreet 11 NMC 164002

Longstreet 12 NMC 164003

Longstreet 14 NMC 164005

Longstreet 15 NMC 164006

Star Gold is not subject to any liens or encumbrances regarding the Longstreet property. Included in the claim package are 26 claims (Leach Pad Claims) adjacent to the eastern boundary of the property, with the objective of providing the site for leach pads planned for future development of the Main Zone. This includes 12 claims along a corridor leading from the main Longstreet property to the Leach Pad Claims.

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.

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 NRR payments would be made are as 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 200 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 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, 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 OctoberJanuary 31, 20212022 of $105,388$69,051 decreased by $42,305$96,715 from the 20202021 total net loss of $147,693.$165,766. Total net loss for the sixnine months ended OctoberJanuary 31, 20212022 of $270,772 increased$339,823 decreased by $2,003$94,712 from the 20202021 total net loss of $268,769.$434,535.

Mineral exploration expense

Mineral exploration expense for the sixnine months ended OctoberJanuary 31, 20212022 was $25,146, no change from 20202021 mineral exploration expense of $25,146. There was no additional mineral exploration expense for the three months ended OctoberJanuary 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 OctoberJanuary 31, 20212022 was $13,596,$11,768, a decrease of $90,145$83,400 from 20202021 pre-development expense of $103,741.$95,168. Pre-development expense for the sixnine months ended OctoberJanuary 31, 20212022 was $26,911,$38,679, a decrease of $108,997$192,397 from a 20202021 pre-development expense of $135,908.$231,076.

Technical consultant expense decreased to $1,625$Nil in 20212022 due to no payments required in 20212022 related to a consulting contract executed with Great Basin Resources, Inc. as consideration for amending the Longstreet Property Agreement.

Legal and professional fees

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