10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

 For the quarterly period ended October 31, 2021

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)

nevada		27-0348508
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
1875 N. Lakewood Drive, Suite 200 Coeur d’Alene, Idaho (Address of principal executive office)		83814 (Postal Code)
(208) 664-5066 (Issuer’s telephone number)
Title of Each Class	Trading Symbol		Name of Each Exchange on Which Registered
Common Stock,	SRGZ		OTCQB

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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). Yes  x   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):

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller Reporting Company x
Emerging Growth Company o

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  o  No x

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

Page 1 of 29

Contents

PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II - OTHER INFORMATION		26
ITEM 1.	LEGAL PROCEEDINGS.	26
ITEM 1A.	RISK FACTORS.	26
ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	27
ITEM 4.	MINE SAFETY DISCLOSURES.	27
ITEM 5.	OTHER INFORMATION.	27
ITEM 6.	EXHIBITS.	28

Page 2 of 29

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STAR GOLD CORP.

CONDENSED BALANCE SHEETS (UNAUDITED)

	October 31, 2021			April 30, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	60,756		$	265,944
Other current assets (NOTE 5)		163,755			33,331
TOTAL CURRENT ASSETS		224,511			299,275
MINING INTEREST (NOTE 4)		566,167			554,167
RECLAMATION BOND		89,400			89,400
TOTAL ASSETS	$	880,078		$	942,842
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	23,473		$	32,336
TOTAL CURRENT LIABILITIES		23,473			32,336
DEFERRED COMPENSATION TO OFFICERS AND DIRECTORS (NOTE 6)		129,000			-
TOTAL LIABILITIES		152,473			32,336
COMMITMENTS AND CONTINGENCIES (NOTE 4)		-			-
STOCKHOLDERS’ EQUITY
Preferred Stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding		-			-
Common Stock, $.001 par value; 300,000,000 shares authorized; 97,290,810 shares issued and outstanding		97,291			97,291
Additional paid-in capital		12,702,879			12,615,008
Accumulated deficit		(12,072,565	)		(11,801,793	)
TOTAL STOCKHOLDERS’ EQUITY		727,605			910,506
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	880,078		$	942,842

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

Page 3 of 29

STAR GOLD CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three months ended						Six months ended
	October 31, 2021			October 31, 2020			October 31, 2021			October 31, 2020
OPERATING EXPENSES
Mineral exploration expense	$	-		$	-		$	25,146		$	25,146
Pre-development expense		13,596			103,741			26,911			135,908
Legal and professional fees		8,519			20,853			48,680			61,588
Management and administrative		83,023			21,802			169,577			43,415
Depreciation		-			416			-			832
TOTAL OPERATING EXPENSES		105,138			146,812			270,314			266,889
LOSS FROM OPERATIONS		(105,138	)		(146,812	)		(270,314	)		(266,889	)
OTHER INCOME (EXPENSE)
Interest income		12			11			66			11
Interest expense		(262	)		(262	)		(524	)		(524	)
Interest expense, related party		-			(630	)		-			(1,367	)
TOTAL OTHER INCOME (EXPENSE)		(250	)		(881	)		(458	)		(1,880	)
NET LOSS BEFORE INCOME TAX		(105,388	)		(147,693	)		(270,772	)		(268,769	)
Provision (benefit) for income tax		-			-			-			-
NET LOSS	$	(105,388	)	$	(147,693	)	$	(270,772	)	$	(268,769	)
Basic and diluted loss per share	$	Nil		$	Nil		$	Nil		$	Nil
Basic and diluted weighted average number shares outstanding		97,290,810			91,213,526			97,290,810			84,415,053

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

Page 4 of 29

STAR GOLD CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended October 31, 2021 and 2020

	Common Stock
	Shares Issued		Par Value $.001 per share		Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Equity
BALANCE, April 30, 2020		77,394,841	$	77,395	$	11,576,571	$	(11,157,593	)	$	496,373
Common stock issued for exercise of warrants		816,000		816		35,904		-			36,720
Net loss		-		-		-		(121,076	)		(121,076	)
BALANCE, July 31, 2020		78,210,841	$	78,211	$	11,612,475	$	(11,278,669	)	$	412,017
Common shares issued for exercise of warrants		18,679,969		18,680		821,918		-			840,598
Common shares issued for accounts payable		400,000		400		19,600		-			20,000
Net loss		-		-		-		(147,693	)		(147,693	)
BALANCE, October 31, 2020		97,290,810	$	97,291	$	12,453,993	$	(11,426,362	)	$	1,124,922
BALANCE, April 30, 2021		97,290,810	$	97,291	$	12,615,008	$	(11,801,793	)	$	910,506
Net loss		-		-		-		(165,384	)		(165,384	)
BALANCE, July 31, 2021		97,290,810	$	97,291	$	12,615,008	$	(11,967,177	)	$	745,122
Warrants issued for other current assets		-		-		87,871		-			87,871
Net loss		-		-		-		(105,388	)		(105,388	)
BALANCE, October 31, 2021		97,290,810	$	97,291	$	12,702,879	$	(12,072,565	)	$	727,605

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

Page 5 of 29

STAR GOLD CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended
	October 31, 2021			October 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(270,772	)	$	(268,769	)
Adjustments to reconcile net loss to net cash used by operating activities Depreciation		-			832
Changes in operating assets and liabilities:
Other current assets		(42,553	)		-
Other asset		-			(5,438	)
Accounts payable and accrued liabilities		(8,863	)		29,256
Deferred compensation to officers and directors		129,000			(89,000	)
Net cash used by operating activities		(193,188	)		(333,119	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interest		(12,000	)		(12,000	)
Net cash used by investing activities		(12,000	)		(12,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party		-			30,000
Repayment of note payable, related party		-			(80,000	)
Proceeds from common stock payable		-			-
Proceeds from exercise of warrants		-			877,318
Net cash provided by financing activities		-			827,318
Net decrease in cash and cash equivalents		(205,188	)		482,199
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		265,944			26,617
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	60,756		$	508,816
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Warrants issued for prepaid expense	$	87,871		$	-

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

Page 6 of 29

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2021

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-month periods ended October 31, 2021 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 October 31, 2021, 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 October 31, 2021, the Company has an accumulated deficit of $12,072,565. 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.

Page 7 of 29

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2021

Risks and Uncertainties

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

Cash and Cash Equivalents

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

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 October 31, 2021 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.

Page 8 of 29

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2021

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 2020 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.

Page 9 of 29

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2021

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 October 31, 2021 and 2020 that could have a dilutive effect are as follows:

	October 31, 2021		October 31, 2020
Stock options		5,035,000		7,145,000
Warrants		2,000,000		28,223,849
TOTAL POSSIBLE DILUTIVE SHARES		7,035,000		35,368,849

For the three- and six-months ended October 31, 2021 and 2020, 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 October 31, 2021 and April 30, 2021.

	October 31, 2021		April 30, 2021
Mining interest - Longstreet	$	566,167		554,167
TOTAL EQUIPMENT AND MINING INTEREST	$	566,167	$	554,167

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

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

On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $22,500 lump sum payment and three subsequent monthly payments of $7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company. 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 October 31, 2021, 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.

Page 10 of 29

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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

The Company has paid $89,400 to 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 October 31, 2021, the unamortized portion of the High Test Hay Water Rights Agreement and subsequent exercise of its second option is $20,137.

As of October 31, 2021, the Company issued 2,000,000 Warrants to Purchase Common Stock. 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. (Note 7).

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

	October 31, 2021		April 30, 2021
Option on water rights lease agreements, net	$	23,479	$	21,570
Prepaid insurance		13,242		11,761
Prepaid promotion expense		125,084		-
Prepaid legal expense		1,950		-
Total	$	163,755	$	33,331

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STAR GOLD CORP. 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 

OCTOBER 31, 2021

NOTE 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.

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 October 31, 2021, the Company recognized $72,000 in management and administrative expense under the Consulting Agreements. For the six months ended October 31, 2021, the Company recognized $144,000 in management and administrative expense under the Consulting Agreements.

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 Stock in lieu of cash payment for 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. 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).

Page 12 of 29

STAR GOLD CORP. 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 

OCTOBER 31, 2021

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:

Warrants issued		2,000,000
Fair value of warrant issuance	$	87,871
Exercise price	$	0.0442
Expected volatility		244.99%
Expected term		5 years
Risk free rate		1.18%

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

	Warrants			Weighted Average Exercise Price
Balance outstanding at April 30, 2020		29,039,849		$	0.16
Exercised		(19,495,969	)		(0.05	)
Expired		(2,754,213	)		(0.05	)
Balance outstanding at April 30, 2021		6,789,667		$	0.15
Issued		2,000,000			0.0442
Expired		(6,789,667	)		(0.15	)
Balance outstanding at October 31, 2021		2,000,000		$	0.0442

The composition of the Company’s warrants outstanding at October 31, 2021 is as follows:

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 31, 2021	October 31, 2026		2,000,000	$	0.0442		5.00
			2,000,000	$	0.0442		5.00

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 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 on October 31, 2021 and April 30, 2021, and are fully vested. As of October 31, 2021, the remaining weighted average term of the option grants for mining interest was 2.84 years. As of October 31, 2021, 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.

Page 13 of 29

STAR GOLD CORP. 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 

OCTOBER 31, 2021

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: 

Options granted		2,700,000
Fair value of option grant	$	161,015
Exercise price	$	0.06
Expected volatility		244.74	%
Expected term		5 years
Risk free rate		0.86	%

No options were issued under the Stock Option Plan during the three- and six months ended October 31, 2021 or 2020.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of October 31 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 October 31, 2021:

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term (years)
April 30, 2018		1,400,000	$	0.065		1.50
April 30, 2021		2,700,000		0.06		4.50
Total options		4,100,000	$	0.06		3.47

Summary:

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

Options issued for:	Expiration Date	Options		Weighted Average Exercise Price
Mining interests	August 31, 2024	935,000		$	0.04
Stock option plan	April 30, 2023 to April 30, 2026		4,100,000		0.06
Outstanding and exercisable at October 31, 2021			5,035,000	$	0.06

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

Page 14 of 29

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 Stock in lieu of cash to at $0.05 per share for accounts payable.

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

For the three- and six-months ended October 31, 2021, 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.

Page 15 of 29

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

● Risks related to the Company’s properties being in the exploration stage;

● Risks related to the mineral operations being subject to government regulation;

● Risks related to environmental concerns;

● Risks related to the Company’s ability to obtain additional capital to develop the Company’s resources, if any;

● Risks related to mineral exploration and development activities;

● Risks related to mineral estimates;

● Risks related to the Company’s insurance coverage for operating risks;

● Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;

● Risks related to the competitive industry of mineral exploration;

● Risks related to the title and rights in the Company’s mineral properties;

● Risks related to the possible dilution of the Company’s common stock from additional financing activities;

● Risks related to potential conflicts of interest with the Company’s management;

● Risks related to the Company’s shares of common stock;

This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of Business” and “Management’s Discussion and Analysis” of this 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.

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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.

Page 17 of 29

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:

Property name		Longstreet
Third parties		Great Basin Resources, Inc. and Clifford
Number of claims		142  (1)(2)(3)(4)
Acres (approx.)		2,500
Agreements/Royalties
	Royalties	3% Net Smelter Royalty (“NSR”)
	Annual advance royalty payment	$12,000

(1) Great Basin Resources, Inc. (“Great Basin”) took assignment from MinQuest, Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company.

(2) On August 12, 2019, the Company and Great Basin Resources, Inc. (“Great Basin”) agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the “2019 Amendment”). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended.

(3) On September 10, 2020, the Company accelerated the payment to Great Basin Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims.  The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees.

(4) The Company shall pay Clifford a 2% net smelter royalty on net smelter returns which is inclusive of the overall 3% net smelter royalty for the properties.

Compliance with Government Regulations

Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.

United States

Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.

Land Ownership and Mining Rights.

On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.

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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 

Page 19 of 29

SELECTED FINANCIAL DATA.

Statement of Operations Information:

	For the six months ended
	October 31, 2021			October 31, 2020
Revenues	$	-		$	-
Total operating expenses		270,314			266,889
Loss from operations		(270,314	)		(266,889	)
Other income (expense)		(458	)		(1,880	)
NET LOSS	$	(270,772	)	$	(268,769	)
Weighted average shares of common stock (basic and diluted)		97,290,810			84,415,053
Income (loss) per share (basic and diluted)	$	Nil		$	Nil

Balance Sheet Information:

	October 31, 2021		April 30, 2021
Working capital	$	201,038	$	266,939
Total assets		880,078		942,842
Accumulated deficit		12,072,565		11,801,793
Stockholders’ equity		727,605		910,506

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.

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

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

Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all.  If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations.  Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.

RESULTS OF OPERATIONS

	For the three months ended October 31,
	2021			2020			$ Change			% Change
Pre-development expense	$	13,596		$	103,741		$	(90,145	)		(86.9	%)
Legal and professional fees		8,519			20,853			(12,334	)		(59.1	%)
Management and administrative		83,023			21,802			61,221			280.8	%
Depreciation		-			416			(416	)		(100.0	%)
Interest expense		262			262			-			0.0	%
Interest expense, related party		-			630			(630	)		(100.0	%)
Interest (income)		(12	)		(11	)		(1	)		9.1	%
NET LOSS	$	105,388		$	147,693		$	(42,305	)		(28.6	%)

	For the six months ended October 31,
	2021			2020			$ Change			% Change
Mineral exploration expense	$	25,146		$	25,146		$	-			0.0	%
Pre-development expense		26,911			135,908			(108,997	)		(80.2	%)
Legal and professional fees		48,680			61,588			(12,908	)		(21.0	%)
Management and administrative		169,577			43,415			126,162			290.6	%
Depreciation		-			832			(832	)		(100.0	%)
Interest expense		524			524			-			0.0	%
Interest expense, related party		-			1,367			(1,367	)		(100.0	%)
Interest (income)		(66	)		(11	)		(55	)		500.0	%
NET LOSS	$	270,772		$	268,769		$	2,003			0.7	%

The Company earned no operating revenue in 2021 or 2020 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 October 31, 2021 of $105,388 decreased by $42,305 from the 2020 total net loss of $147,693. Total net loss for the six months ended October 31, 2021 of $270,772 increased by $2,003 from the 2020 total net loss of $268,769.

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Mineral exploration expense

	For the six months ended October 31,
	2021		2020		$ Change		% Change
Claims		25,146		25,146		-		0.0	%
Total mineral exploration expense	$	25,146	$	25,146	$	-		0.0	%

Mineral exploration expense for the six months ended October 31, 2021 was $25,146, no change from 2020 mineral exploration expense of $25,146. There was no additional mineral exploration expense for the three months ended October 31, 2021 and 2020, respectively.

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

Pre-development expense

	For the three months ended October 31,
	2021		2020		$ Change			% Change
Technical consultants	$	1,625	$	93,435	$	(91,810	)		(98.3	%)
Water rights costs		11,971		10,306		1,665			16.2	%
Total pre-development expense	$	13,596	$	103,741	$	(90,145	)		(86.9	%)
	For the six months ended October 31,
	2021		2020		$ Change			% Change
Engineering and permitting services	$	-	$	2,075	$	(2,075	)		(100.0	%)
Field expense		1,995		-		1,995			N/A
Permits and fees		200		-		200			N/A
Technical consultants		1,625		116,385		(114,760	)		(98.6	%)
Water rights costs		23,091		17,448		5,643			32.3	%
Total pre-development expense	$	26,911	$	135,908	$	(108,997	)		(80.2	%)

Pre-development expense for the three months ended October 31, 2021 was $13,596, a decrease of $90,145 from 2020 pre-development expense of $103,741. Pre-development expense for the six months ended October 31, 2021 was $26,911, a decrease of $108,997 from a 2020 pre-development expense of $135,908.

Technical consultant expense decreased to $1,625 in 2021 due to no payments required in 2021 related to a consulting contract executed with Great Basin Resources, Inc. as consideration for amending the Longstreet Property Agreement.

Legal and professional fees

	For the three months ended October 31,
	2021		2020		$ Change			% Change
Audit and accounting	$	3,000	$	3,460	$	(460	)		(13.3	%)
Legal fees		1,950		13,323		(11,373	)		(85.4	%)
Public company expense		3,491		4,070		(579	)		(14.2	%)
Investor relations		78		-		78			N/A
Total legal and professional fees	$	8,519	$	20,853	$	(12,334	)		(59.1	%)

Page 22 of 29

	For the six months ended October 31,
	2021		2020		$ Change			% Change
Audit and accounting	$	21,592	$	19,178	$	2,414			12.6	%
Legal fees		8,750		22,211		(13,461	)		(60.6	%)
Public company expense		18,203		18,519		(316	)		(1.7	%)
Investor relations		135		1,680		(1,545	)		(92.0	%)
Total legal and professional fees	$	48,680	$	61,588	$	(12,908	)		(21.0	%)

Audit and accounting fees for the three months ended October 31, 2021 decreased by $460 compared to the three months ended October 31, 2020. Audit and accounting fees for the six months ended October 31, 2021 increased $2,414 compared to the three months ended October 31, 2020.

Legal fees decreased $11,373 from $13,323 for the three months ended October 31, 2020 to $1,950 for the three months October 31, 2021 primarily as a result of legal fees associated with corporate governance and capital raising activities. Legal fees decreased $13,461 from $22,211 for the six months ended October 31, 2020 to $8,750 for the six months ended October 31, 2021. There are no pending legal issues or contingencies as of October 31, 2021.

General and administrative expense

	For the three months ended October 31,
	2021		2020		$ Change			% Change
General administrative and insurance	$	10,383	$	11,891	$	(1,508	)		(12.7	%)
Management fees and payroll		72,000		7,500		64,500			860.0	%
Office and computer expense		545		2,317		(1,772	)		(76.5	%)
Telephone and utilities		95		94		1			1.1	%
Total general and administrative	$	83,023	$	21,802	$	61,221			280.8	%
	For the six months ended October 31,
	2021		2020		$ Change			% Change
Auto and travel	$	1,235	$	1,593	$	(358	)		(22.5	%)
General administrative and insurance		22,716		23,782		(1,066	)		(4.5	%)
Management fees and payroll		144,000		15,000		129,000			860.0	%
Office and computer expense		1,295		2,832		(1,537	)		(54.3	%)
Telephone and utilities		331		208		123			59.1	%
Total general and administrative	$	169,577	$	43,415	$	126,162			290.6	%

Total general and administrative expense increased $61,221 for the three months ended October 31, 2021 to $83,023 compared to $21,802 for the three months ended October 31, 2020. Management fees increased $64,500 for the three months ended October 31, 2021 as management fees were accrued for the period then ended.

Total general and administrative expense increased $126,162 for the six months ended October 31, 2021 to $169,577 compared to $43,415 for the six months ended October 31, 2020. Management fees increased $129,000 for the six months ended October 31, 2021 as management fees were 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 six months ended October 31, 2021.

Page 23 of 29

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL	October 31, 2021			April 30, 2021
Current assets	$	224,511		$	299,275
Current liabilities		23,473			32,336
Working capital	$	201,038		$	266,939
	For the six months ended
CASH FLOWS	October 31, 2021			October 31, 2020
Cash flow used by operating activities	$	(193,188	)	$	(333,119	)
Cash flow used by investing activities		(12,000	)		(12,000	)
Cash flow provided by financing activities		-			827,318
Net change in cash during period	$	(205,188	)	$	482,199

As of October 31, 2021, the Company had cash on hand of $60,756. Since inception, the sole source of financing has been sales of the Company’s debt and equity 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Page 24 of 29

ITEM 4. CONTROLS AND PROCEDURES

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 October 31, 2021 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.

Page 25 of 29

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Star Gold Corp. is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2021 which was filed with the SEC on August 4, 2021.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.

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.

Page 26 of 29

For the year ended April 30, 2021, forty-four(44) 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- and six- months ended October 31, 2021, the Company sold no Common Stock.

On October 31, 2021, the Company issued 2,000,000 warrants to purchase Common Stock in lieu of cash payment for 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 and vest immediately. The expiration date of the warrants is October 31, 2026. The fair value of the warrants issued was $87,871 and is included in “Other Current Assets” and will be amortized over twelve months (Note 5).

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.

During the three months ended October 31, 2021, 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCOSURES.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.

ITEM 5. OTHER INFORMATION.

None

Page 27 of 29

ITEM 6. EXHIBITS.

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Bylaws, as amended.(1)
4.1	Form of Share Certificate.(1)
10.1	Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1)
10.2	Declaration of Trust executed by Guy R. Delorme.(1)
10.3	Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.(3)
10.4	Amendment to Longstreet Property Option Agreement dated December 10, 2014 between Minquest, Inc. and Star Gold Corp.(3)
10.5	Amendment to Longstreet Property Option Agreement dated January 5, 2016 between Minquest, Inc. and Star Gold Corp.(3)
10.6	Option and Lease of Water Rights Agreement dated January 19, 2017 between Stone Cabin Company, LLC and Star Gold Corp.(3)
10.7	Option and Lease of Water Rights Agreement dated August 21, 2017 between High Test Hay, LLC and Star Gold Corp.(4)
10.8	2019 Amendment to Longstreet Property Option Agreement(5)
10.9	Gorrill Consulting Agreement(6)
10.10	Segelov Consulting Agreement(6)
10.11	Stopher Consulting Agreement(6)
10.12	Coombs Consulting Agreement(6)
10.13	Gorrill Convertible Note
10.14	Segelov Convertible Note
10.15	Stopher Convertible Note
10.16	Coombs Convertible Note
14.1	Code of Ethics.(2)
99.1	Shareholder Letter January 23, 2017(7)
99.2	Shareholder Letter March 20, 2018(8)
99.3	Longstreet Property Press Release August 14, 2019(5)
99.4	Shareholder Letter September 10, 2019(9)
31.1	Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Filed with the SEC as an exhibit to the Company’s Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended.
(2)	Filed with the SEC, on February 02, 2012, as an exhibit to Form 8-K.

(3)	Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K.
(4)	Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K.
(5)	Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K.
(6)	Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K.
(7)	Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K.
(8)	Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K.
(9)	Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K.

(*) XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

Page 28 of 29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			STAR GOLD CORP.
Date:	December 13, 2021	By:	/s/ DAVID SEGELOV
			President
			(Principal Executive Officer)
Date:	December 13, 2021		/s/ KELLY J. STOPHER
		By:	Kelly J. Stopher
			Chief Financial Officer and Secretary
			(Principal Financial Officer)

Page 29 of 29

EX-10.13

Exhibit 10.13

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Original Issue Date: November 30, 2021
Conversion Price: $0.05

$42,000.00

STAR GOLD CORP.

5% CONVERTIBLE PROMMISORY NOTE
DUE APRIL 30, 2025

THIS 5% CONVERTIBLE PROMMISORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes of Star Gold Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 1875 N. Lakewood Drive, Suite 200, Coeur d’Alene, Idaho 83814, designated as its 5% Convertible Note due April 30, 2025 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, STAR GOLD CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the order of Lindsay E. Gorrill (“Gorrill”), the principal sum of Fortv-two thousand dollars, in lawful money of the United States of America, together with interest (calculated on the basis of a 365-day year) on the unpaid principal balance, computed until maturity at the rate of five percent (5%) per annum.

1

1. DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein:

“BUSINESS DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho.

“CHANGE OF CONTROL” means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock.

“COMMON STOCK” means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally.

“CONVERSION PRICE” means five cents ($.05) per share.

“EQUITY ISSUANCE” means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock.

“EVENT OF DEFAULT” is defined in SECTION 4 hereof.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

“INTEREST PAYMENT DATE” means the Maturity Date.

“MATURITY DATE” means April 30, 2025.

“MAXIMUM RATE” means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law.

“PERSON” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“SEC” means the Securities and Exchange Commission and any successor thereof.

“STOCK” means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).

2

2. ORIGINAL PRINCIPAL AMOUNT; PAYMENT.

(a) ORIGINAL PRINCIPAL AMOUNT.

(i) On the date hereof, Gorrill shall lend to Company, in a single advance and in the form of conversion of unpaid and deferred compensation, the sum of Forty-two thousand and xx/100 dollars ($42,000.00) (the “Original Principal Amount”).

(b) INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable, in full, on the Maturity Date. The Company may, but shall not be obligated to make any payments of principal or interest prior to the Maturity Date.

(c) VOLUNTARY PREPAYMENT. Company reserves the right, upon thirty (30) days’ prior written notice to Gorrill, to prepay, without penalty, the outstanding principal balance, along with interest accrued thereon, of this Note, in whole or in part, at any time and from time to time.

(d) PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by Company to Gorrill in immediately available United States currency, or other immediately available funds. Should the principal of, or any installment of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Gorrill by Company hereunder shall be applied first to accrued interest and then to principal.

3. WAIVER OF PRESENTMENT. Except as provided herein, Company waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agree that their liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

4. EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Company to Gorrill herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control.

3

Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Gorrill’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 without any notice to Company or any other act by Gorrill, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Company.

5. REPRESENTATIONS AND COVENANTS.

(a) REPRESENTATIONS. Company represents and warrants to Gorrill that:

(i) Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization and has the power to own its property and to carry on its business in each jurisdiction in which such Company operates;

(ii) Company has full power and authority to enter into this Note, to execute and deliver the same, and to incur the obligations provided for herein, all of which have been duly authorized by all necessary action;

(iii) this Note is the legal and binding obligation of the Company, enforceable in accordance with its respective terms;

(iv) neither the execution and delivery of this Note, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance by Company of this Note or to consummate the transactions contemplated herein;

4

(b) AFFIRMATIVE COVENANTS. Until payment in full of this Note, Company agrees and covenants that Company shall and shall:

(i) conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments;

(ii) maintain complete and accurate books and records of its transactions in accordance with generally accepted accounting principles;

(iii) furnish to Gorrill, immediately upon becoming aware of the existence of any condition or event constituting an Event of Default or event which, with the lapse of time and/or giving of notice would constitute an Event of Default, written notice specifying the nature and period of existence thereof and any action which Company is taking or proposes to take with respect thereto.

6. NO WAIVER. No waiver by Gorrill of any of its rights or remedies hereunder or under any other document evidencing or securing this Note or otherwise, shall be considered a waiver of any other subsequent right or remedy of Gorrill; no delay or omission in the exercise or enforcement by Gorrill of any rights or remedies shall ever be construed as a waiver of any right or remedy of Gorrill; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Gorrill.

7. USURY LAWS. Regardless of any provision contained in this Note, Gorrill shall never be deemed to have contracted for or be entitled to receive, collect, or apply as interest on this Note (whether termed interest herein or deemed to be interest by judicial determination or operation of law) any amount in excess of the Maximum Rate, and, in the event that Gorrill ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forthwith be paid to Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the highest Maximum Rate, Company and Gorrill shall, to the maximum extent permitted under applicable law, (a) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term; provided, that if this Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, then Gorrill or any holder hereof shall refund to Company the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all advances made by the Gorrill or any holder hereof under this Note at the time in question.

5

8. CONVERSION RIGHTS.

(a) CONVERSION BY COMPANY. During the period of time commencing on the Original Issue Date and continuing until the payment in full of this Note, Company, at its option may convert all or any portion of outstanding principal balance of, and all accrued interest on, this Note into the number of shares of Common Stock obtained by dividing (i) the unpaid principal amount of, and interest through the date of conversion on, this Note to be converted, by (ii) the Conversion Price. If the Company elects to exercise its conversion rights pursuant to this SECTION 8 then the Company shall be required to convert all outstanding Notes on a pro rata basis. For the avoidance of doubt: if the Company elects to convert twenty five percent (25%) of the outstanding principal and interest owed pursuant to this Note, then the Company must convert, simultaneously, 25% of the outstanding principal and interest owed pursuant to all the Notes.

(b) CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide Gorrill with written notice of the Company’s intent to convert and the amount to be converted into the Company’s Common Stock, (ii) if the conversion is of only a portion of the unpaid principal of, and interest on, this Note, then issue a statement to Gorrill setting forth the Original Principal Amount, interest accrued on the outstanding principal to date, and the amount of unpaid and unconverted principal and interest still payable on the Note, and (iii) issue and deliver to Gorrill, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions of this SECTION 8.

(c) CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon conversion of the principal of, or interest on, this Note. If any fractional share of Common Stock would be issuable upon the conversion of any portion of this Note, the Company shall round the fractional shares up to the next whole number and issue such whole share to the Gorrill in accordance with the terms hereof.

(d) ADJUSTMENT OF CONVERSION PRICE.

(i) If the Company shall (A) pay a dividend or other distribution, in Common Stock, on any class of capital stock of the Company, (B) subdivide the outstanding Common Stock into a greater number of shares by any means (including, without limitation, a forward stock split) or (C) combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split) (any such event being an “Adjustment Event”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock issued and outstanding immediately prior to such effective date, and whose denominator is the number of such shares outstanding immediately after such effective date. An adjustment made pursuant to this SECTION 8(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date of such subdivision or combination, as the case may be.

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(ii) Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide Gorrill with written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e) EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by Company) but excluding a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then Company or the successor or purchasing corporation, as the case may be, shall enter into an Amended and Restated Note providing that this Note shall be convertible into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which Company of this Note would have received if this Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 8. Whenever an Amended and Restated Note is entered into as provided herein, the Company shall promptly provide Gorrill with an Officer’s Certificate setting forth a brief statement of the facts requiring such Amended and Restated Note. The provisions of this SECTION 8 shall similarly apply to all successive events of the type described in this SECTION 8.

9. NOTICE. Whenever this Note requires or permits any notice, approval, request, or demand from one party to another, the notice, approval, request, or demand must be in writing and shall be deemed to have been given when personally served or when deposited in the United States mails, registered or certified, return receipt requested, addressed to the party to be notified at the following address (or at such other address as may have been designated by written notice):

Gorrill:	Lindsay Gorrill
	1875 Lakewood Drive, Suite 200
	Coeur d’Alene, ID 83814
Company:	Star Gold Corp.
	Attn: Kelly J. Stopher
	1875 Lakewood Drive, Suite 200
	Coeur d’Alene, ID 83814

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10. AMENDMENT. This Note may be amended or modified only by written instrument duly executed by Company and Gorrill.

11. COSTS. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership, or other court proceedings, then Company agrees to pay all costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.

12. SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of Gorrill and its successors and assigns; provided, however, Gorrill may not (without the prior written consent of Company, such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default exists) assign or negotiate this Note to any Person.

13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN ACCORDANCE WITH THE LAWS OF IDAHO.

14. FINAL AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

[signature page to Star Gold Corp. 5% Convertible Notes]

STAR GOLD CORP.
By:
	Kelly J. Stopher, CFO
LINDSAY E. GORRILL
By:
	Lindsay E. Gorrill

8

2021-11-30 CONVERTIBLE NOTE GORRILL

Final Audit Report	2021-12-14
Created:	2021-12-14
By:	Kelly Stopher (ke ystopher@pa ouseadvisorypartners.com)
Status:	Signed
Transaction ID:	CBJCHBCAABAAu-mvl8J-SYn8vX3hA5CBOwyPfciUQLZn

“2021-11-30 CONVERTIBLE NOTE - GORRILL” History

	Document created by Kelly Stopher (kellystopher@palouseadvisorypartners.com)
	2021-12-14 - 4:59:49 PM GMT- IP address: 38.66.81.74
	Document emailed to Kelly Stopher (kellystopher@palouseadvisorypartners.com) for signature
	2021-12-14 - 5:00:26 PM GMT
	Document emailed to Lindsay Gorrill (lgorrill@korepower.com) for signature
	2021-12-14 - 5:00:26 PM GMT
	Document e-signed by Kelly Stopher (kellystopher@palouseadvisorypartners.com)
	Signature Date: 2021-12-14 - 5:00:35 PM GMT - Time Source: server- IP address: 38.66.81.74
	Email viewed by Lindsay Gorrill (lgorrill@korepower.com)
	2021-12-14 - 5:15:35 PM GMT- IP address: 98.146.169.186
	Document e-signed by Lindsay Gorrill (lgorrill@korepower.com)
	Signature Date: 2021-12-14 - 5:15:58 PM GMT - Time Source: server- IP address: 98.146.169.186
	Agreement completed.
	2021-12-14 - 5:15:58 PM GMT

EX-10.14

Exhibit 10.14

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Original Issue Date: November 30, 2021

Conversion Price: $0.05

$42,000.00

STAR GOLD CORP.

5% CONVERTIBLE PROMMISORY NOTE

DUE APRIL 30, 2025

THIS 5% CONVERTIBLE PROMMISORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes of Star Gold Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 1875 N. Lakewood Drive, Suite 200, Coeur d’Alene, Idaho 83814, designated as its 5% Convertible Note due April 30, 2025 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, STAR GOLD CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the order of David Segelov and/or assigns (“Segelov”), the principal sum of Forty-two thousand dollars, in lawful money of the United States of America, together with interest (calculated on the basis of a 365-day year) on the unpaid principal balance, computed until maturity at the rate of five percent (5%) per annum.

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1. DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein:

“BUSINESS DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho.

“CHANGE OF CONTROL” means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock.

“COMMON STOCK” means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally.

“CONVERSION PRICE” means five cents ($.05) per share.

“EQUITY ISSUANCE” means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock.

“EVENT OF DEFAULT” is defined in SECTION 4 hereof.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

“INTEREST PAYMENT DATE” means the Maturity Date.

“MATURITY DATE” means April 30, 2025.

“MAXIMUM RATE” means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law.

“PERSON” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“SEC” means the Securities and Exchange Commission and any successor thereof.

“STOCK” means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).

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2. ORIGINAL PRINCIPAL AMOUNT; PAYMENT.

(a) ORIGINAL PRINCIPAL AMOUNT.

(i) On the date hereof, Segelov shall lend to Company, in a single advance and in the form of conversion of unpaid and deferred compensation, the sum of Forty-two thousand and xx/100 dollars ($42,000.00) (the “Original Principal Amount”).

(b) INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable, in full, on the Maturity Date. The Company may, but shall not be obligated to make any payments of principal or interest prior to the Maturity Date.

(c) VOLUNTARY PREPAYMENT. Company reserves the right, upon thirty (30) days’ prior written notice to Segelov, to prepay, without penalty, the outstanding principal balance, along with interest accrued thereon, of this Note, in whole or in part, at any time and from time to time.

(d) PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by Company to Segelov in immediately available United States currency, or other immediately available funds. Should the principal of, or any installment of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Segelov by Company hereunder shall be applied first to accrued interest and then to principal.

3. WAIVER OF PRESENTMENT. Except as provided herein, Company waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agree that their liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

4. EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Company to Segelov herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control.

3

Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Segelov’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 without any notice to Company or any other act by Segelov, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Company.

5. REPRESENTATIONS AND COVENANTS.

(a) REPRESENTATIONS. Company represents and warrants to Segelov that:

(i) Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization and has the power to own its property and to carry on its business in each jurisdiction in which such Company operates;

(ii) Company has full power and authority to enter into this Note, to execute and deliver the same, and to incur the obligations provided for herein, all of which have been duly authorized by all necessary action;

(iii) this Note is the legal and binding obligation of the Company, enforceable in accordance with its respective terms;

(iv) neither the execution and delivery of this Note, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance by Company of this Note or to consummate the transactions contemplated herein;

4

(b) AFFIRMATIVE COVENANTS. Until payment in full of this Note, Company agrees and covenants that Company shall and shall:

(i) conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments;

(ii) maintain complete and accurate books and records of its transactions in accordance with generally accepted accounting principles;

(iii) furnish to Segelov, immediately upon becoming aware of the existence of any condition or event constituting an Event of Default or event which, with the lapse of time and/or giving of notice would constitute an Event of Default, written notice specifying the nature and period of existence thereof and any action which Company is taking or proposes to take with respect thereto.

6. NO WAIVER. No waiver by Segelov of any of its rights or remedies hereunder or under any other document evidencing or securing this Note or otherwise, shall be considered a waiver of any other subsequent right or remedy of Segelov; no delay or omission in the exercise or enforcement by Segelov of any rights or remedies shall ever be construed as a waiver of any right or remedy of Segelov; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Segelov.

7. USURY LAWS. Regardless of any provision contained in this Note, Segelov shall never be deemed to have contracted for or be entitled to receive, collect, or apply as interest on this Note (whether termed interest herein or deemed to be interest by judicial determination or operation of law) any amount in excess of the Maximum Rate, and, in the event that Segelov ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forthwith be paid to Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the highest Maximum Rate, Company and Segelov shall, to the maximum extent permitted under applicable law, (a) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term; provided, that if this Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, then Segelov or any holder hereof shall refund to Company the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all advances made by the Segelov or any holder hereof under this Note at the time in question.

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8. CONVERSION RIGHTS.

(a) CONVERSION BY COMPANY. During the period of time commencing on the Original Issue Date and continuing until the payment in full of this Note, Company, at its option may convert all or any portion of outstanding principal balance of, and all accrued interest on, this Note into the number of shares of Common Stock obtained by dividing (i) the unpaid principal amount of, and interest through the date of conversion on, this Note to be converted, by (ii) the Conversion Price. If the Company elects to exercise its conversion rights pursuant to this SECTION 8 then the Company shall be required to convert all outstanding Notes on a pro rata basis. For the avoidance of doubt: if the Company elects to convert twenty five percent (25%) of the outstanding principal and interest owed pursuant to this Note, then the Company must convert, simultaneously, 25% of the outstanding principal and interest owed pursuant to all the Notes.

(b) CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide Segelov with written notice of the Company’s intent to convert and the amount to be converted into the Company’s Common Stock, (ii) if the conversion is of only a portion of the unpaid principal of, and interest on, this Note, then issue a statement to Segelov setting forth the Original Principal Amount, interest accrued on the outstanding principal to date, and the amount of unpaid and unconverted principal and interest still payable on the Note, and (iii) issue and deliver to Segelov, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions of this SECTION 8.

(c) CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon conversion of the principal of, or interest on, this Note. If any fractional share of Common Stock would be issuable upon the conversion of any portion of this Note, the Company shall round the fractional shares up to the next whole number and issue such whole share to the Segelov in accordance with the terms hereof.

(d) ADJUSTMENT OF CONVERSION PRICE.

(i) If the Company shall (A) pay a dividend or other distribution, in Common Stock, on any class of capital stock of the Company, (B) subdivide the outstanding Common Stock into a greater number of shares by any means (including, without limitation, a forward stock split) or (C) combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split) (any such event being an “Adjustment Event”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock issued and outstanding immediately prior to such effective date, and whose denominator is the number of such shares outstanding immediately after such effective date. An adjustment made pursuant to this SECTION 8(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date of such subdivision or combination, as the case may be.

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(ii) Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide Segelov with written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e) EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by Company) but excluding a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then Company or the successor or purchasing corporation, as the case may be, shall enter into an Amended and Restated Note providing that this Note shall be convertible into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which Company of this Note would have received if this Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 8. Whenever an Amended and Restated Note is entered into as provided herein, the Company shall promptly provide Segelov with an Officer’s Certificate setting forth a brief statement of the facts requiring such Amended and Restated Note. The provisions of this SECTION 8 shall similarly apply to all successive events of the type described in this SECTION 8.

9. NOTICE. Whenever this Note requires or permits any notice, approval, request, or demand from one party to another, the notice, approval, request, or demand must be in writing and shall be deemed to have been given when personally served or when deposited in the United States mails, registered or certified, return receipt requested, addressed to the party to be notified at the following address (or at such other address as may have been designated by written notice):

Segelov:	David Segelov
	156 Road
	Bergenfield, NJ 07621
Company:	Star Gold Corp.
	Attn: Kelly J. Stopher
	1875 Lakewood Drive, Suite 200
	Coeur d’Alene, ID 83814

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10. AMENDMENT. This Note may be amended or modified only by written instrument duly executed by Company and Segelov.

11. COSTS. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership, or other court proceedings, then Company agrees to pay all costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.

12. SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of Segelov and its successors and assigns; provided, however, Segelov may not (without the prior written consent of Company, such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default exists) assign or negotiate this Note to any Person.

13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN ACCORDANCE WITH THE LAWS OF IDAHO.

14. FINAL AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

[signature page to Star Gold Corp. 5% Convertible Notes]

STAR GOLD CORP.
By:
	Kelly J. Stopher, CFO
DAVID SEGELOV
By:
	David Segelov

8

EX-10.15

Exhibit 10.15

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Original Issue Date: November 30, 2021

Conversion Price: $0.05

$24,000.00

STAR GOLD CORP.

5% CONVERTIBLE PROMMISORY NOTE

DUE APRIL 30, 2025

THIS 5% CONVERTIBLE PROMMISORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes of Star Gold Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 1875 N. Lakewood Drive, Suite 200, Coeur d’Alene, Idaho 83814, designated as its 5% Convertible Note due April 30, 2025 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, STAR GOLD CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the order of Palouse Advisory Partners, LLC and/or assigns (“Palouse”), the principal sum of Twenty-four thousand dollars, in lawful money of the United States of America, together with interest (calculated on the basis of a 365-day year) on the unpaid principal balance, computed until maturity at the rate of five percent (5%) per annum.

1. DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein:

“BUSINESS DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho.

1

“CHANGE OF CONTROL” means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock.

“COMMON STOCK” means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally.

“CONVERSION PRICE” means five cents ($.05) per share.

“EQUITY ISSUANCE” means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock.

“EVENT OF DEFAULT” is defined in SECTION 4 hereof.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

“INTEREST PAYMENT DATE” means the Maturity Date.

“MATURITY DATE” means April 30, 2025.

“MAXIMUM RATE” means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law.

“PERSON” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“SEC” means the Securities and Exchange Commission and any successor thereof.

“STOCK” means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3al1-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).

2

2. ORIGINAL PRINCIPAL AMOUNT; PAYMENT.

(a) ORIGINAL PRINCIPAL AMOUNT.

(i) On the date hereof, Palouse shall lend to Company, in a single advance and in the form of conversion of unpaid and deferred compensation, the sum of Twenty-four thousand and xx/100 dollars ($24,000.00) (the “Original Principal Amount”).

(b) INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable, in full, on the Maturity Date. The Company may, but shall not be obligated to make any payments of principal or interest prior to the Maturity Date.

(c) VOLUNTARY PREPAYMENT. Company reserves the right, upon thirty (30) days’ prior written notice to Palouse, to prepay, without penalty, the outstanding principal balance, along with interest accrued thereon, of this Note, in whole or in part, at any time and from time to time.

(d) PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by Company to Palouse in immediately available United States currency, or other immediately available funds. Should the principal of, or any installment of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Palouse by Company hereunder shall be applied first to accrued interest and then to principal.

3. WAIVER OF PRESENTMENT. Except as provided herein, Company waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agree that their liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

4. EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Company to Palouse herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control.

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Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Palouse’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 without any notice to Company or any other act by Palouse, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Company.

5. REPRESENTATIONS AND COVENANTS.

(a) REPRESENTATIONS. Company represents and warrants to Palouse that:

(i) Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization and has the power to own its property and to carry on its business in each jurisdiction in which such Company operates;

(ii) Company has full power and authority to enter into this Note, to execute and deliver the same, and to incur the obligations provided for herein, all of which have been duly authorized by all necessary action;

(iii) this Note is the legal and binding obligation of the Company, enforceable in accordance with its respective terms;

(iv) neither the execution and delivery of this Note, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance by Company of this Note or to consummate the transactions contemplated herein;

(b) AFFIRMATIVE COVENANTS. Until payment in full of this Note, Company agrees and covenants that Company shall and shall:

(i) conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments;

(ii) maintain complete and accurate books and records of its transactions in accordance with generally accepted accounting principles;

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(iii) furnish to Palouse, immediately upon becoming aware of the existence of any condition or event constituting an Event of Default or event which, with the lapse of time and/or giving of notice would constitute an Event of Default, written notice specifying the nature and period of existence thereof and any action which Company is taking or proposes to take with respect thereto.

6. NO WAIVER. No waiver by Palouse of any of its rights or remedies hereunder or under any other document evidencing or securing this Note or otherwise, shall be considered a waiver of any other subsequent right or remedy of Palouse; no delay or omission in the exercise or enforcement by Palouse of any rights or remedies shall ever be construed as a waiver of any right or remedy of Palouse; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Palouse.

7. USURY LAWS. Regardless of any provision contained in this Note, Palouse shall never be deemed to have contracted for or be entitled to receive, collect, or apply as interest on this Note (whether termed interest herein or deemed to be interest by judicial determination or operation of law) any amount in excess of the Maximum Rate, and, in the event that Palouse ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forthwith be paid to Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the highest Maximum Rate, Company and Palouse shall, to the maximum extent permitted under applicable law, (a) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term; provided, that if this Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, then Palouse or any holder hereof shall refund to Company the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all advances made by the Palouse or any holder hereof under this Note at the time in question.

8. CONVERSION RIGHTS.

(a) CONVERSION BY COMPANY. During the period of time commencing on the Original Issue Date and continuing until the payment in full of this Note, Company, at its option may convert all or any portion of outstanding principal balance of, and all accrued interest on, this Note into the number of shares of Common Stock obtained by dividing (i) the unpaid principal amount of, and interest through the date of conversion on, this Note to be converted, by (ii) the Conversion Price. If the Company elects to exercise its conversion rights pursuant to this SECTION 8 then the Company shall be required to convert all outstanding Notes on a pro rata basis. For the avoidance of doubt: if the Company elects to convert twenty five percent (25%) of the outstanding principal and interest owed pursuant to this Note, then the Company must convert, simultaneously, 25% of the outstanding principal and interest owed pursuant to all the Notes.

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(b) CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide Palouse with written notice of the Company’s intent to convert and the amount to be converted into the Company’s Common Stock, (ii) if the conversion is of only a portion of the unpaid principal of, and interest on, this Note, then issue a statement to Palouse setting forth the Original Principal Amount, interest accrued on the outstanding principal to date, and the amount of unpaid and unconverted principal and interest still payable on the Note, and (iii) issue and deliver to Palouse, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions of this SECTION 8.

(c) CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon conversion of the principal of, or interest on, this Note. If any fractional share of Common Stock would be issuable upon the conversion of any portion of this Note, the Company shall round the fractional shares up to the next whole number and issue such whole share to the Palouse in accordance with the terms hereof.

(d) ADJUSTMENT OF CONVERSION PRICE.

(i) If the Company shall (A) pay a dividend or other distribution, in Common Stock, on any class of capital stock of the Company, (B) subdivide the outstanding Common Stock into a greater number of shares by any means (including, without limitation, a forward stock split) or (C) combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split) (any such event being an “Adjustment Event”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock issued and outstanding immediately prior to such effective date, and whose denominator is the number of such shares outstanding immediately after such effective date. An adjustment made pursuant to this SECTION 8(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date of such subdivision or combination, as the case may be.

(ii) Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide Palouse with written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

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(e) EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by Company) but excluding a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then Company or the successor or purchasing corporation, as the case may be, shall enter into an Amended and Restated Note providing that this Note shall be convertible into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which Company of this Note would have received if this Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 8. Whenever an Amended and Restated Note is entered into as provided herein, the Company shall promptly provide Palouse with an Officer’s Certificate setting forth a brief statement of the facts requiring such Amended and Restated Note. The provisions of this SECTION 8 shall similarly apply to all successive events of the type described in this SECTION 8.

9. NOTICE. Whenever this Note requires or permits any notice, approval, request, or demand from one party to another, the notice, approval, request, or demand must be in writing and shall be deemed to have been given when personally served or when deposited in the United States mails, registered or certified, return receipt requested, addressed to the party to be notified at the following address (or at such other address as may have been designated by written notice):

Palouse:	Palouse Advisory Partners, LLC
	2910 E 57th Ave. Ste 5 PMB 309
	Spokane, WA 99223
Company:	Star Gold Corp.
	Attn: Lindsay E. Gorrill
	1875 Lakewood Drive, Suite 200
	Coeur d’Alene, ID 83814

10. AMENDMENT. This Note may be amended or modified only by written instrument duly executed by Company and Palouse.

11. COSTS. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership, or other court proceedings, then Company agrees to pay all costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.

12. SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of Palouse and its successors and assigns; provided, however, Palouse may not (without the prior written consent of Company, such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default exists) assign or negotiate this Note to any Person.

13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN ACCORDANCE WITH THE LAWS OF IDAHO.

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14. FINAL AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

[signature page to Star Gold Corp. 5% Convertible Notes]

STAR GOLD CORP.
By:
	David Segelov, President
PALOUSE ADVISORY PARTNERS, LLC
By:
	Kelly J. Stopher, Managing Member

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2021-11-30 CONVERTIBLE NOTE - STOPHER

Final Audit Report	2021-12-01
Created:	2021-12-01
By:	Kelly Stopher (kellystopher@palouseadvisorypartners.com)
Status:	Signed
Transaction ID:	CBJCHBCAABAAHb2oWr5zlOqyqHfKsd_ZVSS8kgKJesAC

“2021-11-30 CONVERTIBLE NOTE - STOPHER” History

	Document created by Kelly Stopher (kellystopher@palouseadvisorypartners.com) 2021-12-01 - 5:58:52 PM GMT- IP address: 13.77.150.149
	Document emailed to Kelly Stopher (kellystopher@palouseadvisorypartners.com) for signature 2021-12-01 - 5:59:21 PM GMT
	Document emailed to David Segelov (seggy100@pm.me) for signature 2021-12-01 - 5:59:21 PM GMT
	Document e-signed by Kelly Stopher (kellystopher@palouseadvisorypartners.com) Signature Date: 2021-12-01 - 5:59:29 PM GMT - Time Source: server- IP address: 13.77.150.149
	Email viewed by David Segelov (seggy100@pm.me) 2021-12-01 - 6:06:55 PM GMT- IP address: 68.192.75.152
	Document e-signed by David Segelov (seggy100@pm.me) Signature Date: 2021-12-01 - 6:07:21 PM GMT - Time Source: server- IP address: 68.192.75.152
	Agreement completed. 2021-12-01 - 6:07:21 PM GMT

EX-10.16

Exhibit 10.16

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Original Issue Date: November 30, 2021

Conversion Price: $0.05

$42,000.00

STAR GOLD CORP.

5% CONVERTIBLE PROMMISORY NOTE

DUE APRIL 30, 2025

THIS 5% CONVERTIBLE PROMMISORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes of Star Gold Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 1875 N. Lakewood Drive, Suite 200, Coeur d’Alene, Idaho 83814, designated as its 5% Convertible Note due April 30, 2025 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, STAR GOLD CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the order of Paul B. Coombs and/or assigns (“Coombs”), the principal sum of Forty-two thousand dollars, in lawful money of the United States of America, together with interest (calculated on the basis of a 365-day year) on the unpaid principal balance, computed until maturity at the rate of five percent (5%) per annum.

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1. DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein:

“BUSINESS DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho.

“CHANGE OF CONTROL” means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock.

“COMMON STOCK” means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally.

“CONVERSION PRICE” means five cents ($.05) per share.

“EQUITY ISSUANCE” means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock.

“EVENT OF DEFAULT” is defined in SECTION 4 hereof.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

“INTEREST PAYMENT DATE” means the Maturity Date.

“MATURITY DATE” means April 30, 2025.

“MAXIMUM RATE” means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law.

“PERSON” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“SEC” means the Securities and Exchange Commission and any successor thereof.

“STOCK” means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).

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2. ORIGINAL PRINCIPAL AMOUNT; PAYMENT.

(a) ORIGINAL PRINCIPAL AMOUNT.

(i) On the date hereof, Coombs shall lend to Company, in a single advance and in the form of conversion of unpaid and deferred compensation, the sum of Forty-two thousand and xx/100 dollars ($42,000.00) (the “Original Principal Amount”).

(b) INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable, in full, on the Maturity Date. The Company may, but shall not be obligated to make any payments of principal or interest prior to the Maturity Date.

(c) VOLUNTARY PREPAYMENT. Company reserves the right, upon thirty (30) days’ prior written notice to Coombs, to prepay, without penalty, the outstanding principal balance, along with interest accrued thereon, of this Note, in whole or in part, at any time and from time to time.

(d) PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by Company to Coombs in immediately available United States currency, or other immediately available funds. Should the principal of, or any installment of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Coombs by Company hereunder shall be applied first to accrued interest and then to principal.

3. WAIVER OF PRESENTMENT. Except as provided herein, Company waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agree that their liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

4. EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Company to Coombs herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control.

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Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Coombs’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 without any notice to Company or any other act by Coombs, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Company.

5. REPRESENTATIONS AND COVENANTS.

(a) REPRESENTATIONS. Company represents and warrants to Coombs that:

(i) Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization and has the power to own its property and to carry on its business in each jurisdiction in which such Company operates;

(ii) Company has full power and authority to enter into this Note, to execute and deliver the same, and to incur the obligations provided for herein, all of which have been duly authorized by all necessary action;

(iii) this Note is the legal and binding obligation of the Company, enforceable in accordance with its respective terms;

(iv) neither the execution and delivery of this Note, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance by Company of this Note or to consummate the transactions contemplated herein;

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(b) AFFIRMATIVE COVENANTS. Until payment in full of this Note, Company agrees and covenants that Company shall and shall:

(i) conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments;

(ii) maintain complete and accurate books and records of its transactions in accordance with generally accepted accounting principles;

(iii) furnish to Coombs, immediately upon becoming aware of the existence of any condition or event constituting an Event of Default or event which, with the lapse of time and/or giving of notice would constitute an Event of Default, written notice specifying the nature and period of existence thereof and any action which Company is taking or proposes to take with respect thereto.

6. NO WAIVER. No waiver by Coombs of any of its rights or remedies hereunder or under any other document evidencing or securing this Note or otherwise, shall be considered a waiver of any other subsequent right or remedy of Coombs; no delay or omission in the exercise or enforcement by Coombs of any rights or remedies shall ever be construed as a waiver of any right or remedy of Coombs; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Coombs.

7. USURY LAWS. Regardless of any provision contained in this Note, Coombs shall never be deemed to have contracted for or be entitled to receive, collect, or apply as interest on this Note (whether termed interest herein or deemed to be interest by judicial determination or operation of law) any amount in excess of the Maximum Rate, and, in the event that Coombs ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forthwith be paid to Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the highest Maximum Rate, Company and Coombs shall, to the maximum extent permitted under applicable law, (a) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term; provided, that if this Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, then Coombs or any holder hereof shall refund to Company the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all advances made by the Coombs or any holder hereof under this Note at the time in question.

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8. CONVERSION RIGHTS.

(a) CONVERSION BY COMPANY. During the period of time commencing on the Original Issue Date and continuing until the payment in full of this Note, Company, at its option may convert all or any portion of outstanding principal balance of, and all accrued interest on, this Note into the number of shares of Common Stock obtained by dividing (i) the unpaid principal amount of, and interest through the date of conversion on, this Note to be converted, by (ii) the Conversion Price. If the Company elects to exercise its conversion rights pursuant to this SECTION 8 then the Company shall be required to convert all outstanding Notes on a pro rata basis. For the avoidance of doubt: if the Company elects to convert twenty five percent (25%) of the outstanding principal and interest owed pursuant to this Note, then the Company must convert, simultaneously, 25% of the outstanding principal and interest owed pursuant to all the Notes.

(b) CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide Coombs with written notice of the Company’s intent to convert and the amount to be converted into the Company’s Common Stock, (ii) if the conversion is of only a portion of the unpaid principal of, and interest on, this Note, then issue a statement to Coombs setting forth the Original Principal Amount, interest accrued on the outstanding principal to date, and the amount of unpaid and unconverted principal and interest still payable on the Note, and (iii) issue and deliver to Coombs, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions of this SECTION 8.

(c) CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon conversion of the principal of, or interest on, this Note. If any fractional share of Common Stock would be issuable upon the conversion of any portion of this Note, the Company shall round the fractional shares up to the next whole number and issue such whole share to the Coombs in accordance with the terms hereof.

(d) ADJUSTMENT OF CONVERSION PRICE.

(i) If the Company shall (A) pay a dividend or other distribution, in Common Stock, on any class of capital stock of the Company, (B) subdivide the outstanding Common Stock into a greater number of shares by any means (including, without limitation, a forward stock split) or (C) combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split) (any such event being an “Adjustment Event”), then in each such case the Conversion Price shall be decreased or increased as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock issued and outstanding immediately prior to such effective date, and whose denominator is the number of such shares outstanding immediately after such effective date. An adjustment made pursuant to this SECTION 8(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date of such subdivision or combination, as the case may be.

6

(ii) Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide Coombs with written notice of such adjustment setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e) EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by Company) but excluding a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then Company or the successor or purchasing corporation, as the case may be, shall enter into an Amended and Restated Note providing that this Note shall be convertible into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which Company of this Note would have received if this Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 8. Whenever an Amended and Restated Note is entered into as provided herein, the Company shall promptly provide Coombs with an Officer’s Certificate setting forth a brief statement of the facts requiring such Amended and Restated Note. The provisions of this SECTION 8 shall similarly apply to all successive events of the type described in this SECTION 8.

9. NOTICE. Whenever this Note requires or permits any notice, approval, request, or demand from one party to another, the notice, approval, request, or demand must be in writing and shall be deemed to have been given when personally served or when deposited in the United States mails, registered or certified, return receipt requested, addressed to the party to be notified at the following address (or at such other address as may have been designated by written notice):

Coombs:	Paul B. Coombs
	15 Stonebridge Pl.
	St. Johns, NL, Canada A1A 5W&
Company:	Star Gold Corp.
	Attn: Kelly J. Stopher
	1875 Lakewood Drive, Suite 200
	Coeur d’Alene, ID 83814

7

10. AMENDMENT. This Note may be amended or modified only by written instrument duly executed by Company and Coombs.

11. COSTS. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership, or other court proceedings, then Company agrees to pay all costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.

12. SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of Coombs and its successors and assigns; provided, however, Coombs may not (without the prior written consent of Company, such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default exists) assign or negotiate this Note to any Person.

13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN ACCORDANCE WITH THE LAWS OF IDAHO.

14.  FINAL AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

[signature page to Star Gold Corp. 5% Convertible Notes]

STAR GOLD CORP.
By:
	Kelly J. Stopher, CFO
PAUL B. COOMBS
By:
	Paul B. Coombs

8

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLY ACT OF 2002

Rule 13a-14(a)/15d-14(a) Certifications.

I, David Segelov, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ’s internal control over financial reporting.

Date: December 13, 2021

/s/ David Segelov 

David Segelov

President and Principal Executive Officer

EX-31.2

Exhibit 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, Kelly J. Stopher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

e. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

f. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ’s internal control over financial reporting.

Date: December 13, 2021

/s/ KELLY J. STOPHER

Kelly J. Stopher

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-Q for the period ending October 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Segelov, Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Star Gold Corp. and will be retained by Star Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ David Segelov

David Segelov

President & Principal Executive Officer December 13, 2021

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-Q for the period ending October 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kelly J. Stopher, Principal Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Star Gold Corp. and will be retained by Star Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Kelly J. Stopher

Kelly J. Stopher

Principal Accounting Officer

December 13, 2021

XML

Cover - shares	6 Months Ended
	Oct. 31, 2021	Dec. 13, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--04-30
Entity File Number	000-52711
Entity Registrant Name	STAR GOLD CORP.
Entity Central Index Key	0001401835
Entity Tax Identification Number	27-0348508
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1875 N. Lakewood Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Coeur d’Alene
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83814
City Area Code	(208)
Local Phone Number	664-5066
Title of 12(b) Security	Common Stock
Trading Symbol	SRGZ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		97,290,810

XML

CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)	Oct. 31, 2021	Apr. 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 60,756	$ 265,944
Other current assets (NOTE 5)	163,755	33,331
TOTAL CURRENT ASSETS	224,511	299,275
MINING INTEREST (NOTE 4)	566,167	554,167
RECLAMATION BOND	89,400	89,400
TOTAL ASSETS	880,078	942,842
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	23,473	32,336
TOTAL CURRENT LIABILITIES	23,473	32,336
DEFERRED COMPENSATION TO OFFICERS AND DIRECTORS (NOTE 6)	129,000
TOTAL LIABILITIES	152,473	32,336
COMMITMENTS AND CONTINGENCIES (NOTE 4)
STOCKHOLDERS’ EQUITY
Preferred Stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding
Common Stock, $.001 par value; 300,000,000 shares authorized; 97,290,810 shares issued and outstanding	97,291	97,291
Additional paid-in capital	12,702,879	12,615,008
Accumulated deficit	(12,072,565)	(11,801,793)
TOTAL STOCKHOLDERS’ EQUITY	727,605	910,506
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 880,078	$ 942,842

XML

CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Oct. 31, 2021	Apr. 30, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	97,290,810	97,290,810
Common Stock, Shares, Outstanding	97,290,810	97,290,810

XML

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
OPERATING EXPENSES
Mineral exploration expense			$ 25,146	$ 25,146
Pre-development expense	13,596	103,741	26,911	135,908
Legal and professional fees	8,519	20,853	48,680	61,588
Management and administrative	83,023	21,802	169,577	43,415
Depreciation		416		832
TOTAL OPERATING EXPENSES	105,138	146,812	270,314	266,889
LOSS FROM OPERATIONS	(105,138)	(146,812)	(270,314)	(266,889)
OTHER INCOME (EXPENSE)
Interest income	12	11	66	11
Interest expense	(262)	(262)	(524)	(524)
Interest expense, related party		(630)		(1,367)
TOTAL OTHER INCOME (EXPENSE)	(250)	(881)	(458)	(1,880)
NET LOSS BEFORE INCOME TAX	(105,388)	(147,693)	(270,772)	(268,769)
Provision (benefit) for income tax
NET LOSS	$ (105,388)	$ (147,693)	$ (270,772)	$ (268,769)
Basic and diluted weighted average number shares outstanding	97,290,810	91,213,526	97,290,810	84,415,053

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Apr. 30, 2020	$ 77,395	$ 11,576,571	$ (11,157,593)	$ 496,373
Beginning Balance, Shares at Apr. 30, 2020				77,394,841
Common shares issued for exercise of warrants	816	35,904		$ 36,720
Common stock issued for exercise of warrants, Shares				816,000
Net loss			(121,076)	$ (121,076)
Ending balance, value at Jul. 31, 2020	78,211	11,612,475	(11,278,669)	$ 412,017
Ending Balance, Shares at Jul. 31, 2020				78,210,841
Beginning balance, value at Apr. 30, 2020	77,395	11,576,571	(11,157,593)	$ 496,373
Beginning Balance, Shares at Apr. 30, 2020				77,394,841
Net loss				$ (268,769)
Ending balance, value at Oct. 31, 2020	97,291	12,453,993	(11,426,362)	$ 1,124,922
Ending Balance, Shares at Oct. 31, 2020				97,290,810
Warrants issued for other current assets
Beginning balance, value at Jul. 31, 2020	78,211	11,612,475	(11,278,669)	$ 412,017
Beginning Balance, Shares at Jul. 31, 2020				78,210,841
Common shares issued for exercise of warrants	18,680	821,918		$ 840,598
Common stock issued for exercise of warrants, Shares				18,679,969
Net loss			(147,693)	$ (147,693)
Ending balance, value at Oct. 31, 2020	97,291	12,453,993	(11,426,362)	$ 1,124,922
Ending Balance, Shares at Oct. 31, 2020				97,290,810
Common shares issued for accounts payable	$ 400	19,600		$ 20,000
Common shares issued for accounts payable, Shares	400,000
Beginning balance, value at Apr. 30, 2021	$ 97,291	12,615,008	(11,801,793)	$ 910,506
Beginning Balance, Shares at Apr. 30, 2021				97,290,810
Net loss			(165,384)	$ (165,384)
Ending balance, value at Jul. 31, 2021	97,291	12,615,008	(11,967,177)	$ 745,122
Ending Balance, Shares at Jul. 31, 2021				97,290,810
Beginning balance, value at Apr. 30, 2021	97,291	12,615,008	(11,801,793)	$ 910,506
Beginning Balance, Shares at Apr. 30, 2021				97,290,810
Net loss				$ (270,772)
Ending balance, value at Oct. 31, 2021	97,291	12,702,879	(12,072,565)	$ 727,605
Ending Balance, Shares at Oct. 31, 2021				97,290,810
Warrants issued for other current assets				$ 87,871
Beginning balance, value at Jul. 31, 2021	97,291	12,615,008	(11,967,177)	$ 745,122
Beginning Balance, Shares at Jul. 31, 2021				97,290,810
Net loss			(105,388)	$ (105,388)
Ending balance, value at Oct. 31, 2021	97,291	12,702,879	(12,072,565)	$ 727,605
Ending Balance, Shares at Oct. 31, 2021				97,290,810
Common shares issued for accounts payable, Shares				400,000
Warrants issued for other current assets		$ 87,871		$ 87,871

XML

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (270,772)	$ (268,769)
Changes in operating assets and liabilities:
Other current assets	(42,553)
Other asset		(5,438)
Accounts payable and accrued liabilities	(8,863)	29,256
Deferred compensation to officers and directors	129,000	(89,000)
Net cash used by operating activities	(193,188)	(333,119)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interest	(12,000)	(12,000)
Net cash used by investing activities	(12,000)	(12,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party		30,000
Repayment of note payable, related party		(80,000)
Proceeds from common stock payable
Proceeds from exercise of warrants		877,318
Net cash provided by financing activities		827,318
Net decrease in cash and cash equivalents	(205,188)	482,199
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	265,944	26,617
CASH AND CASH EQUIVALENTS AT END OF YEAR	60,756	508,816
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Warrants issued for prepaid expense	$ 87,871

XML

NATURE OF OPERATIONS

6 Months Ended

Oct. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

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.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Oct. 31, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

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-month periods ended October 31, 2021 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 October 31, 2021, 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 October 31, 2021, the Company has an accumulated deficit of $12,072,565. 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 Uncertainties

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

Cash and Cash Equivalents

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

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 October 31, 2021 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 2020 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.

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EARNINGS PER SHARE

6 Months Ended

Oct. 31, 2021

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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 October 31, 2021 and 2020 that could have a dilutive effect are as follows:

	October 31, 2021		October 31, 2020
Stock options		5,035,000		7,145,000
Warrants		2,000,000		28,223,849
TOTAL POSSIBLE DILUTIVE SHARES		7,035,000		35,368,849

For the three- and six-months ended October 31, 2021 and 2020, 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.

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EQUIPMENT AND MINING INTEREST

6 Months Ended

Oct. 31, 2021

Property, Plant and Equipment [Abstract]

EQUIPMENT AND MINING INTEREST

NOTE 4 – EQUIPMENT AND MINING INTEREST

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

	October 31, 2021		April 30, 2021
Mining interest - Longstreet	$	566,167		554,167
TOTAL EQUIPMENT AND MINING INTEREST	$	566,167	$	554,167

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

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

On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $22,500 lump sum payment and three subsequent monthly payments of $7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company. 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 October 31, 2021, 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-months ended October 31, 2021 and 2020, respectively, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property.

The Company has paid $89,400 to 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.

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OTHER CURRENT ASSETS

6 Months Ended

Oct. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS

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

As of October 31, 2021, the Company issued 2,000,000 Warrants to Purchase Common Stock. 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. (Note 7).

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

	October 31, 2021		April 30, 2021
Option on water rights lease agreements, net	$	23,479	$	21,570
Prepaid insurance		13,242		11,761
Prepaid promotion expense		125,084		-
Prepaid legal expense		1,950		-
Total	$	163,755	$	33,331

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RELATED PARTY TRANSACTIONS

6 Months Ended

Oct. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 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.

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 October 31, 2021, the Company recognized $72,000 in management and administrative expense under the Consulting Agreements. For the six months ended October 31, 2021, the Company recognized $144,000 in management and administrative expense under the Consulting Agreements.

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WARRANTS

6 Months Ended

Oct. 31, 2021

Warrants

WARRANTS

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 Stock in lieu of cash payment for 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. 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).

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:

Warrants issued		2,000,000
Fair value of warrant issuance	$	87,871
Exercise price	$	0.0442
Expected volatility		244.99%
Expected term		5 years
Risk free rate		1.18%

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

	Warrants			Weighted Average Exercise Price
Balance outstanding at April 30, 2020		29,039,849		$	0.16
Exercised		(19,495,969	)		(0.05	)
Expired		(2,754,213	)		(0.05	)
Balance outstanding at April 30, 2021		6,789,667		$	0.15
Issued		2,000,000			0.0442
Expired		(6,789,667	)		(0.15	)
Balance outstanding at October 31, 2021		2,000,000		$	0.0442

The composition of the Company’s warrants outstanding at October 31, 2021 is as follows:

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 31, 2021	October 31, 2026		2,000,000	$	0.0442		5.00
			2,000,000	$	0.0442		5.00

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STOCK OPTIONS

6 Months Ended

Oct. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK OPTIONS

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 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 on October 31, 2021 and April 30, 2021, and are fully vested. As of October 31, 2021, the remaining weighted average term of the option grants for mining interest was 2.84 years. As of October 31, 2021, 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: 

Options granted		2,700,000
Fair value of option grant	$	161,015
Exercise price	$	0.06
Expected volatility		244.74	%
Expected term		5 years
Risk free rate		0.86	%

No options were issued under the Stock Option Plan during the three- and six months ended October 31, 2021 or 2020.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of October 31 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 October 31, 2021:

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term (years)
April 30, 2018		1,400,000	$	0.065		1.50
April 30, 2021		2,700,000		0.06		4.50
Total options		4,100,000	$	0.06		3.47

Summary:

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

Options issued for:	Expiration Date	Options		Weighted Average Exercise Price
Mining interests	August 31, 2024	935,000		$	0.04
Stock option plan	April 30, 2023 to April 30, 2026		4,100,000		0.06
Outstanding and exercisable at October 31, 2021			5,035,000	$	0.06

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

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STOCKHOLDERS’ EQUITY

6 Months Ended

Oct. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY 

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

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

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

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SUBSEQUENT EVENT

6 Months Ended

Oct. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENT

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.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Oct. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

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-month periods ended October 31, 2021 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

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of October 31, 2021, 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 October 31, 2021, the Company has an accumulated deficit of $12,072,565. 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

Use of Estimates

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

Risks and Uncertainties

Risks and Uncertainties

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

Cash and Cash Equivalents

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

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

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

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 October 31, 2021 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

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 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

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

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

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

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

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

Reclassifications

Certain reclassifications have been made to the 2020 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

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.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Oct. 31, 2021

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The outstanding securities at October 31, 2021 and 2020 that could have a dilutive effect are as follows:

EARNINGS PER SHARE

	October 31, 2021		October 31, 2020
Stock options		5,035,000		7,145,000
Warrants		2,000,000		28,223,849
TOTAL POSSIBLE DILUTIVE SHARES		7,035,000		35,368,849

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EQUIPMENT AND MINING INTEREST (Tables)

6 Months Ended

Oct. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Company Equipment and Mining Interest

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

EQUIPMENT AND MINING INTEREST

	October 31, 2021		April 30, 2021
Mining interest - Longstreet	$	566,167		554,167
TOTAL EQUIPMENT AND MINING INTEREST	$	566,167	$	554,167

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OTHER CURRENT ASSETS (Tables)

6 Months Ended

Oct. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Company Other Current Assets

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

OTHER CURRENT ASSETS

	October 31, 2021		April 30, 2021
Option on water rights lease agreements, net	$	23,479	$	21,570
Prepaid insurance		13,242		11,761
Prepaid promotion expense		125,084		-
Prepaid legal expense		1,950		-
Total	$	163,755	$	33,331

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WARRANTS (Tables)

6 Months Ended

Oct. 31, 2021

WARRANTS

Warrants issued		2,000,000
Fair value of warrant issuance	$	87,871
Exercise price	$	0.0442
Expected volatility		244.99%
Expected term		5 years
Risk free rate		1.18%

Schedule of Company’s Warrants to Purchase of Common Stock

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

WARRANTS (Details 2)

	Warrants			Weighted Average Exercise Price
Balance outstanding at April 30, 2020		29,039,849		$	0.16
Exercised		(19,495,969	)		(0.05	)
Expired		(2,754,213	)		(0.05	)
Balance outstanding at April 30, 2021		6,789,667		$	0.15
Issued		2,000,000			0.0442
Expired		(6,789,667	)		(0.15	)
Balance outstanding at October 31, 2021		2,000,000		$	0.0442

Schedule of Company’s Warrants Outstanding

The composition of the Company’s warrants outstanding at October 31, 2021 is as follows:

WARRANTS (Details 3)

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 31, 2021	October 31, 2026		2,000,000	$	0.0442		5.00
			2,000,000	$	0.0442		5.00

Warrant [Member]

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

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:

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STOCK OPTIONS (Tables)

6 Months Ended

Oct. 31, 2021

Offsetting Assets [Line Items]

STOCK OPTIONS

Options granted		2,700,000
Fair value of option grant	$	161,015
Exercise price	$	0.06
Expected volatility		244.74	%
Expected term		5 years
Risk free rate		0.86	%

Schedule of Company’s Stock Option Plan

The following table summarizes additional information about the options under the Company’s 2011 Plan as of October 31, 2021:

STOCK OPTIONS (Details 2)

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term (years)
April 30, 2018		1,400,000	$	0.065		1.50
April 30, 2021		2,700,000		0.06		4.50
Total options		4,100,000	$	0.06		3.47

Schedule of Company’s Stock Option Outstanding and Exercisable

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

STOCK OPTIONS (Details 3)

Options issued for:	Expiration Date	Options		Weighted Average Exercise Price
Mining interests	August 31, 2024	935,000		$	0.04
Stock option plan	April 30, 2023 to April 30, 2026		4,100,000		0.06
Outstanding and exercisable at October 31, 2021			5,035,000	$	0.06

Equity Option [Member]

Offsetting Assets [Line Items]

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

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: 

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Oct. 31, 2021	Apr. 30, 2021
Property, Plant and Equipment [Line Items]
Retained Earnings (Accumulated Deficit)	$ 12,072,565	$ 11,801,793
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years

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EARNINGS PER SHARE (Details) - shares	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
TOTAL POSSIBLE DILUTIVE SHARES	7,035,000	35,368,849
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
TOTAL POSSIBLE DILUTIVE SHARES	5,035,000	7,145,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
TOTAL POSSIBLE DILUTIVE SHARES	2,000,000	28,223,849

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EQUIPMENT AND MINING INTEREST (Details) - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Property, Plant and Equipment [Abstract]
Mining interest - Longstreet	$ 566,167	$ 554,167
TOTAL EQUIPMENT AND MINING INTEREST	$ 566,167	$ 554,167

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OTHER CURRENT ASSETS (Details) - USD ($)	Oct. 31, 2021	Apr. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Option on water rights lease agreements, net	$ 23,479	$ 21,570
Prepaid insurance	13,242	11,761
Prepaid promotion expense	125,084
Prepaid legal expense	1,950
Total	$ 163,755	$ 33,331

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WARRANTS (Details) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2021	Oct. 31, 2020	Apr. 30, 2021
Warrants
Debt Conversion, Converted Instrument, Warrants or Options Issued		2,000,000
[custom:WarrantsIssuedForOtherCurrentAssets]	$ 87,871	$ 87,871
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.0442	$ 0.0442
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate		244.99%		244.74%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		1.18%		0.86%

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WARRANTS (Details 2) - $ / shares	6 Months Ended	12 Months Ended
	Oct. 31, 2021	Apr. 30, 2021
Offsetting Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance	2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 0.0442
Warrant [Member]
Offsetting Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance	6,789,667	29,039,849
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 0.15	$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised	2,000,000	(19,495,969)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.0442	$ (0.05)
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations	(6,789,667)	(2,754,213)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ (0.15)	$ (0.05)
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance	2,000,000	6,789,667
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 0.0442	$ 0.15

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WARRANTS (Details 3) - $ / shares	6 Months Ended
	Oct. 31, 2021	Apr. 30, 2021	Apr. 30, 2020
Offsetting Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.0442
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	5 years
Warrant [Member]
Offsetting Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,000,000	6,789,667	29,039,849
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.0442	$ 0.15	$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	5 years

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STOCK OPTIONS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Oct. 31, 2021	Apr. 30, 2021
Share-based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		2,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value		$ 161,015
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	244.99%	244.74%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.18%	0.86%

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STOCK OPTIONS (Details 2)	6 Months Ended
	Oct. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	5,035,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.06
Stock Option Plan - April 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	1,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.065
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 6 months
Stock Option Plan - April 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	2,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	4 years 6 months
Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	4,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 5 months 19 days

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STOCK OPTIONS (Details 3)	6 Months Ended
	Oct. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	5,035,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.06
Mining Interest [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	935,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.04
Expiration Date	Aug. 31, 2024
Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	4,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.06
Stock Option Plan [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Date	Apr. 30, 2023
Stock Option Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Date	Apr. 30, 2026

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STOCKHOLDERS’ EQUITY (Details Narrative)	3 Months Ended
	Oct. 31, 2021 shares
Equity [Abstract]
Stock Issued During Period, Shares, Other	400,000