10-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended April 30, 2020

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ 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.)
105 N. 4th Street, Suite 300
Coeurd’ Alene, Idaho	83814
(Address of principal executive office)	(Postal Code)

(208) 664-5066
(Issuer’s telephone number)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:	None
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:	Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issued, as defined in Rule 405 of the Securities Act:

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:

Yes o No x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of III of this Form 10-K or any amendment to the Form 10-K. x

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 o      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

The Company had $Nil in operating revenue during the year.

The aggregate market value of the Common Stock held by non-affiliates (as affiliates are defined in Rule 12b-2 of the Exchange Act) of the registrant, computed by reference to the average of the high and low sale price on October 31, 2019 was $1,768,819.

As of July 27, 2020 there were 78,210,841 shares of registrant’s common stock, $0.01 par value, issued and outstanding.

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STAR GOLD CORP.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED APRIL 30, 2020

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING FINANCIAL STATEMENTS		3
PART I		4
	ITEM 1.- BUSINESS	4
	ITEM 1A. - RISK FACTORS	6
	ITEM 1B. - UNRESOLVED STAFF COMMENTS	10
	ITEM 2. - PROPERTIES	10
	ITEM 3. - LEGAL PROCEEDINGS	26
	ITEM 4. - MINE SAFETY DISCLOSURES	26
PART II		26
	ITEM 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	26
	ITEM 6. - SELECTED FINANCIAL DATA	28
	ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
	ITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
	ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	32
	ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	47
	ITEM 9A. - CONTROLS AND PROCEDURES	47
	ITEM 9B. - OTHER INFORMATION	48
PART III		48
	ITEM 10. - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	48
	ITEM 11. - EXECUTIVE COMPENSATION	50
	ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	51
	ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	52
	ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES	52
PART IV		53
	ITEM 15. - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	53
	SIGNATURES	54

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 express or involve 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 “believes”, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or stating 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 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 Annual 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 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

As used in this Annual Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Annual 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 for the fiscal year ending April 30, 2020. The following statements may be forward-looking in nature and actual results may differ materially.

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PART I

ITEM 1. BUSINESS.

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. currently leases with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” (or the “Longstreet Project”). The Longstreet Property in its entirety comprises 125 mineral claims: 75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers, pursuant to the “Clifford Lease”; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration.

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

Overview of Mineral Exploration and Current Operations

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

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

The geologic potential and ore deposit models have been defined and specific drill targets identified the Company’s sole remaining 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.

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Portions of the Company’s mining properties are owned by third parties and leased to Star Gold as outlined in the following table:

Property name		Longstreet
Third parties		Great Basin Resources, Inc. and Clifford
Number of claims		142 (1)
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 claims which are leased to the Company under the Longstreet Agreement (which was also assigned to Great Basin) (Note 4 of the financial statements contained in Item 8) and Clifford owns 5 claims (also Note 4) which are 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.

Compliance with Government Regulations

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

United States

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

Land Ownership and Mining Rights.

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

Mining Operations

The exploration of mining properties and development and operation of mines is governed by both federal and state laws.

The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).

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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 exploration 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 Annual Report on Form 10-K. 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

ITEM 1A. RISK FACTORS.

The following factors, among others, could cause the actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere from time to time.

Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results may inherently differ from estimates. The unforeseen and uncontrollable factors include but are not limited to: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

Failure to successfully address the risks and uncertainties described below would have a material adverse effect on the Company’s business, financial condition and/or results of operations, and the trading price of the Company’s common stock may decline and investors may lose all or part of their investment. Star Gold Corp. cannot assure readers that the Company will successfully address these risks or other unknown risks that may affect its business.

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Risks Related to the Company

The Company has a limited operating history on which to base an evaluation of the business and prospects

The Company has not derived any revenue from exploration of its properties. The Company’s operating history has been limited to the acquisition and exploration of mineral properties. Such history does not provide a meaningful basis for an evaluation of its prospects for success if future determinations are made that mineral reserves exist and to commence construction and operation of a mine. Other than through conventional and typical exploration methods and procedures, the Company has no additional means to evaluate the likelihood of whether its mineral property contains any mineral reserve or, if they do, that it will be operated successfully. The Company anticipates that it will continue to incur operating costs without realizing any operating revenues during the period it explores existing and any future acquired properties.

During the fiscal year ended April 30, 2020, the Company had a net loss of $454,850 in connection with the maintenance and exploration of its mineral properties and the operation of the exploration business. The Company therefore expects to continue to incur significant losses into the foreseeable future. The Company recognizes that if it is unable to generate significant revenues from mining operations and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of operations, the Company expects to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the development stage of their business. The Company cannot ensure it will be successful in addressing these risks and uncertainties and the failure to do so could have a materially adverse effect on its financial condition. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful and the Company can provide investors no assurance that we will generate any operating revenue or ever achieve profitable operations.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share if the Company issues additional employee/director/consultant options or if the Company sells additional shares to finance its operation.

The Company has not generated any operational revenues from the exploration of any properties. In order to further expand the Company’s business and meet its objectives, including but not limited to, obtaining funds to further explore the Company’s existing properties or to finance any acquisition activity, growth and/or additional exploration programs, should those opportunities present themselves, and depending on the outcome of its exploration programs, additional capital funding may need to be obtained through the sale and issuance of additional equity, debt or derivative securities. The Company may also, in the future, grant to some or all of its directors, officers, insiders and key employees/consultants, options or other rights to acquire common or preferred shares in the Company as non-cash incentives. The issuance of any additional equity securities could cause then-existing stockholders to experience dilution of their ownership interests.

Should the Company issue additional shares to finance its business activities, investors’ interests in the Company may be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. As of the date of the filing of this report there are outstanding 29,039,849 common share purchase warrants exercisable into 29,039,849 shares of common stock, and 7,145,000 options granted that are exercisable into 7,145,000 shares of common stock. If these are exercised or converted, these would represent approximately 31.9% of the Company’s then issued and outstanding shares. If all the warrants and options are exercised and the underlying shares issued, such issuance would cause a reduction in the proportionate ownership and voting power of all other stockholders. The dilution may result in a decline in the market price of the Company’s shares.

Conflicts of interest

Certain of the Company’s officers and directors may be or become associated with other businesses, including natural resource companies that acquire interests in properties. Such associations may give rise to conflicts of interests from time to time. The Company’s directors are required by law to act honestly and in good faith with a view to the Company’s best interests and to disclose any interest, which they may have in any of the Company’s projects or opportunities. In general, if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter or, if he does vote, his vote will not be counted.

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Dependence on Key Management Personnel

The Company’s ability to continue exploration and development activities and to develop a competitive edge in the marketplace depends, in large part, on its ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The Company’s development now, and in the future, will depend on the effort of key executives such as Lindsay Gorrill, Kelly Stopher, and David Segelov. The loss of any of these key people could have a material adverse effect on the Company’s business. In addition, the Company has expanded the provisions of its stock option plan so the Company can provide incentive for the key personnel.

Failure to obtain additional financing

Unless and until the Company can generate revenues from operations, the Company’s main potential continuing source of funds will be additional debt and/or equity financings which may not be sufficient to sustain operations. There is no guarantee that the Company, if needed, will be able to raise additional funds through debt and/or equity financing or that any such financing will be able to be obtained on terms beneficial to the Company. If Star Gold Corp. is unsuccessful in raising additional funds, the Company will not be able to develop its properties and may be unable to continue as a going concern.

Company Directors and Officers own 26,857,167 shares of the Company’s outstanding common stock (34.7%) which may cause corporate decisions influenced by the Directors and Officers to appear to be inconsistent with the interests of other stockholders.

Company directors and/or officers as a group control a combined 34.7% of the issued and outstanding shares of the Company’s common stock. Accordingly, while none of the current directors and/or officers (individually or collectively) can control, as shareholders, who is elected to the board of directors, since these individuals are not simply passive investors but are also active members of Company management, their interests as directors and/or officers and shareholders may, at times, be adverse to those interests of merely passive investors. Where those conflicts exist, stockholders will be dependent upon management exercising their fiduciary duties as members of the Board of Directors and/or as an officer. Also, due to their stock ownership position, members of the Company’s management team will have: (i) the ability to substantially influence the outcome of many (if not most) corporate actions requiring stockholder approval, including amendments to the Company’s Articles of Incorporation; and (ii) the ability to substantially influence corporate combinations or similar transactions that might benefit minority stockholders which may not be supported by management to the detriment of smaller and/or passive investors.

There is substantial risk that no commercially viable mineral deposits will be found due to speculative nature of mineral exploration,

Exploration for commercially viable mineral deposits is a speculative venture involving substantial risk. Star Gold cannot provide investors with assurance that any of its mining claim contains commercially viable mineral deposits. The exploration program that the Company will conduct on its claim may not result in the discovery of commercially viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, the Company may be unable to complete its business plan and investors could lose their entire investment.

Due to the inherent dangers involved in mineral exploration, there is a risk that the Company may incur liability or damages as it conducts its business.

The search for minerals involves numerous hazards. As a result, Star Gold Corp. may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which we may elect not to insure. Star Gold Corp. currently has no such insurance nor does the Company expect to acquire such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed the Company’s asset value and cause management to liquidate all the Company’s assets resulting in the loss of a stockholder’s entire investment.

Exploration efforts may be adversely affected by metals price volatility causing the Company to cease exploration efforts.

The Company has no earnings from operations. However, the success of any exploration effort is derived from the price of metals which are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities: 3) relative exchange rate of the U.S. dollar to other currencies; 4) global and regional demand and production; 5) global and regional political and economic conditions; and 6) production costs in major producing regions. These factors are beyond the Company’s control and are impossible for the Company to accurately predict.

There is no guarantee that current favorable prices for metals and other commodities will be sustained. If the market prices for these commodities fall the Company may suspend or cease exploration efforts.

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Governmental regulation and environmental risks

The Company’s business is subject to extensive federal, state and local laws and regulations governing mining exploration, development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expense, capital expenditures or restrictions and delays in the exploration, mining, production or development of its properties

Permitting and Studies

The Company is subject to governmental requirements related to permitting and preparation of various studies related to the impact of mining projects on the flora, fauna, the environment and physical areas in and around the area proposed to be mined. There are no guarantees that any studies, the Company is required to prepare, will be favorable to the Company’s intent to mine any project it develops, nor are there any guarantees that the Company will receive all, or any, of the permits needed for it to mine any project it develops.

Internal control, fraud detection and financial reporting

Should the Company fail to maintain an effective system of internal controls, it may not be able to detect fraud or report financial results accurately, which could harm the business and could subject the Company to regulatory scrutiny.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), the Company is required to perform an evaluation of the effectiveness of its internal controls over financial reporting. The Company is not required to have an independent registered public accounting firm test and evaluate the design and operating effectiveness of such internal controls and publicly attest to such evaluation. Continuing compliance with the requirements of Section 404 is expected to be expensive and time-consuming. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause the Company to fail to meet its reporting obligations.

Risks Associated with the Company’s Common Stock

Star Gold Corp. stock is a penny stock; stockholders will be more limited in their ability to sell their stock.

The shares of Star Gold Corp. common stock constitute “penny stocks” under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

The “penny stock” rules adopted by the SEC under the Exchange Act subjects the sale of the shares of the Company’s common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in “penny stocks,” are as follows:

a) if “penny stock” is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.

b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages

c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claims through arbitration.

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If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer’s account by obtaining information concerning the customer’s financial situation, investment experience and investment objectives. The broker/dealer must also decide whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC’s rules may limit the number of potential purchasers of the shares of Star Gold Corp. common stock.

The Company’s stock price has been volatile and stockholder investment in the Company’s common stock could suffer a decline in value.

The Company’s common stock is quoted via the OTC Markets. The market price of the Company’s common stock may fluctuate significantly in response to a number of factors, some of which are beyond the Company’s control. These factors include price fluctuations of precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations and economic conditions in the United States.

Although the Company’s common stock is currently quoted via the OTC Markets, there are no assurances any public market for the Company’s common stock will continue. There are also no assurances as to the depth or liquidity of any such market or the prices at which holders may be able to sell the shares. An investment in these shares may be totally illiquid and investors may not be able to liquidate their investment readily or at all when they need or desire to sell.

The Company does not intend to pay any dividends on shares of common stock in the near future.

The Company does not currently anticipate declaring and paying dividends to its stockholders in the near future, and any future decision as to the payment of dividends will be at the discretion of the board of directors and will depend upon the Company’s earnings, financial position, capital requirements, plans for expansion and such other factors as the board of directors deems relevant. It is the Company’s intention to apply net earnings, if any, in the foreseeable future to finance the growth and development of the business.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 2. PROPERTIES.

The Company headquarters are located at 1875 N. Lakeview Drive, Suite 200, Coeur d’Alene, Idaho, 83814. The Company believes this office space and facilities are sufficient to meet the Company’s present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company.

The Company currently does not own any real property. The Company owns a vehicle for business use in Nevada and other personal property used in the conduct of the Company’s business at its headquarters and at its various holdings in Nevada.

The Company is an exploration stage company with no proven or measured mineral reserves. There is no assurance that a commercially viable mineral deposit exists at the Longstreet Property. Further exploration will be required before any final determination as to the economic or legal feasibility may be made as to the Company’s property.

THE LONGSTREET PROPERTY

In January of 2010 Star Gold signed an agreement (the “Longstreet Agreement”) to lease with an option to acquire from MinQuest, Inc. (“MinQuest”), 60 unpatented mining claims totaling approximately 490 hectares. The Company completed its first phase of drilling in 2011. On July 9, 2010, the Company and MinQuest entered into an amended agreement to add an additional 10 claims and expanded the total to 70 unpatented claims. In addition, Star Gold agreed to reimburse MinQuest for 5 claims leased from a third party, Roy Clifford. The Longstreet Property comprises 125 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims acquired from local ranchers (Roy Clifford et al)), as well as 50 claims subsequently staked by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha) (Figure 6-1). The claims are located within Sections 9-17, 20, and 21 of T6N, R47E, MDB&M (Mount Diablo Base Line & Meridian), Nye County. The entire 125 claims (the 5 claims covered by the Clifford Lease are not subject to the Longstreet Agreement) comprise the Longstreet Property.

On July 25, 2017, MinQuest assigned, conveyed and transferred to Great Basin Resources, Inc. (“Great Basin”) all of the rights, title and interest of Minquest in and to the Longstreet Property and the Longstreet Agreement.

Of the 50 claims staked by Star Gold, 38 are adjacent to the eastern boundary of the property and were staked with the objective of providing a site for potential leach pads planned for future development of the Main Zone (the “Leach Pad Claims”). The remaining 12 claims staked by Star Gold lie along a corridor leading from the main Longstreet property to the Leach Pad Claims.

Page 10 of 54

A list of claims, ownership and Bureau of Land Management (BLM) serial numbers is shown below:

Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Original Longstreet Property Claims
Longstreet 1A	Great Basin Resources, Inc.	799562	20	22-Jan-1999	September 1, 2020
Longstreet 2A	Great Basin Resources, Inc.	799563	20	22-Jan-1999	September 1, 2020
Longstreet 3A	Great Basin Resources, Inc.	799564	20	22-Jan-1999	September 1, 2020
Longstreet 6A	Great Basin Resources, Inc.	799565	20	22-Jan-1999	September 1, 2020
Longstreet 7A	Great Basin Resources, Inc.	799566	20	22-Jan-1999	September 1, 2020
Longstreet 8A	Great Basin Resources, Inc.	799567	20	22-Jan-1999	September 1, 2020
Longstreet 9A	Great Basin Resources, Inc.	799568	20	22-Jan-1999	September 1, 2020
Longstreet 16A	Great Basin Resources, Inc.	799569	20	22-Jan-1999	September 1, 2020
Longstreet 13	Great Basin Resources, Inc.	799570	20	22-Jan-1999	September 1, 2020
Longstreet 32	Great Basin Resources, Inc.	799571	20	22-Jan-1999	September 1, 2020
Longstreet 34	Great Basin Resources, Inc.	799572	20	22-Jan-1999	September 1, 2020
Longstreet 4A	Great Basin Resources, Inc.	836168	20	2-Feb-2002	September 1, 2020
Longstreet 5A	Great Basin Resources, Inc.	836169	20	2-Feb-2002	September 1, 2020
Longstreet 8	Great Basin Resources, Inc.	836170	20	2-Feb-2002	September 1, 2020
Longstreet 10	Great Basin Resources, Inc.	836171	20	2-Feb-2002	September 1, 2020
Longstreet 10A	Great Basin Resources, Inc.	836172	20	2-Feb-2002	September 1, 2020
Longstreet 28	Great Basin Resources, Inc.	836173	20	2-Feb-2002	September 1, 2020
Longstreet 30	Great Basin Resources, Inc.	836174	20	2-Feb-2002	September 1, 2020
Longstreet 36	Great Basin Resources, Inc.	836175	20	2-Feb-2002	September 1, 2020
Longstreet 37	Great Basin Resources, Inc.	836176	20	2-Feb-2002	September 1, 2020
Longstreet 39	Great Basin Resources, Inc.	836177	20	2-Feb-2002	September 1, 2020
Longstreet 41	Great Basin Resources, Inc.	836178	20	2-Feb-2002	September 1, 2020
Longstreet 43	Great Basin Resources, Inc.	836179	20	2-Feb-2002	September 1, 2020
Longstreet 45	Great Basin Resources, Inc.	836180	20	2-Feb-2002	September 1, 2020
Longstreet 47	Great Basin Resources, Inc.	836181	20	2-Feb-2002	September 1, 2020
Longstreet 49	Great Basin Resources, Inc.	836182	20	2-Feb-2002	September 1, 2020

Page 11 of 54

Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Longstreet 101	Great Basin Resources, Inc.	836183	20	2-Feb-2002	September 1, 2020
Longstreet 102	Great Basin Resources, Inc.	836184	20	2-Feb-2002	September 1, 2020
Longstreet 103	Great Basin Resources, Inc.	836185	20	2-Feb-2002	September 1, 2020
Longstreet 104	Great Basin Resources, Inc.	836186	20	2-Feb-2002	September 1, 2020
Longstreet 105	Great Basin Resources, Inc.	836187	20	2-Feb-2002	September 1, 2020
Longstreet 106	Great Basin Resources, Inc.	836188	20	2-Feb-2002	September 1, 2020
Longstreet 107	Great Basin Resources, Inc.	836189	20	2-Feb-2002	September 1, 2020
Longstreet 108	Great Basin Resources, Inc.	836190	20	2-Feb-2002	September 1, 2020
Longstreet 12	Great Basin Resources, Inc.	843867	20	25-Feb-2003	September 1, 2020
Longstreet 14	Great Basin Resources, Inc.	843868	20	25-Feb-2003	September 1, 2020
Longstreet 16	Great Basin Resources, Inc.	843869	20	25-Feb-2003	September 1, 2020
Longstreet 18	Great Basin Resources, Inc.	843870	20	25-Feb-2003	September 1, 2020
Longstreet 20	Great Basin Resources, Inc.	843871	20	25-Feb-2003	September 1, 2020
Longstreet 26	Great Basin Resources, Inc.	843872	20	25-Feb-2003	September 1, 2020
Longstreet 42	Great Basin Resources, Inc.	843873	20	25-Feb-2003	September 1, 2020
Longstreet 44	Great Basin Resources, Inc.	843874	20	25-Feb-2003	September 1, 2020
Longstreet 46	Great Basin Resources, Inc.	843875	20	25-Feb-2003	September 1, 2020
Longstreet 48	Great Basin Resources, Inc.	843876	20	25-Feb-2003	September 1, 2020
Longstreet 50	Great Basin Resources, Inc.	843877	20	25-Feb-2003	September 1, 2020
Longstreet 40	Great Basin Resources, Inc.	851568	20	25-Feb-2003	September 1, 2020
Longstreet 118	Great Basin Resources, Inc.	851569	20	29-Sep-2003	September 1, 2020
Longstreet 119	Great Basin Resources, Inc.	851570	20	29-Sep-2003	September 1, 2020
Longstreet 120	Great Basin Resources, Inc.	851571	20	29-Sep-2003	September 1, 2020
Longstreet 121	Great Basin Resources, Inc.	851572	20	29-Sep-2003	September 1, 2020

Page 12 of 54

Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Longstreet 122	Great Basin Resources, Inc.	851573	20	29-Sep-2003	September 1, 2020
Longstreet 123	Great Basin Resources, Inc.	851574	20	29-Sep-2003	September 1, 2020
Longstreet 124	Great Basin Resources, Inc.	851575	20	29-Sep-2003	September 1, 2020
Longstreet 109	Great Basin Resources, Inc.	855021	20	25-Feb-2003	September 1, 2020
Longstreet 110	Great Basin Resources, Inc.	855022	20	25-Feb-2003	September 1, 2020
Longstreet 111	Great Basin Resources, Inc.	855023	20	25-Feb-2003	September 1, 2020
Longstreet 112	Great Basin Resources, Inc.	855024	20	25-Feb-2003	September 1, 2020
Longstreet 113	Great Basin Resources, Inc.	855025	20	25-Feb-2003	September 1, 2020
Longstreet 114	Great Basin Resources, Inc.	855026	20	25-Feb-2003	September 1, 2020
Longstreet 115	Great Basin Resources, Inc.	855027	20	25-Feb-2003	September 1, 2020
Longstreet 56	Great Basin Resources, Inc.	1025831	20	9-Jul-2010	September 1, 2020
Longstreet 57	Great Basin Resources, Inc.	1025832	20	9-Jul-2010	September 1, 2020
Longstreet 58	Great Basin Resources, Inc.	1025833	20	9-Jul-2010	September 1, 2020
Longstreet 59	Great Basin Resources, Inc.	1025834	20	9-Jul-2010	September 1, 2020
Longstreet 60	Great Basin Resources, Inc.	1025835	20	9-Jul-2010	September 1, 2020
Longstreet 61	Great Basin Resources, Inc.	1025836	20	9-Jul-2010	September 1, 2020
Longstreet 62	Great Basin Resources, Inc.	1025837	20	9-Jul-2010	September 1, 2020
Longstreet 63	Great Basin Resources, Inc.	1025838	20	9-Jul-2010	September 1, 2020
Longstreet 64	Great Basin Resources, Inc.	1025839	20	9-Jul-2010	September 1, 2020
Longstreet 65	Great Basin Resources, Inc.	1025840	20	9-Jul-2010	September 1, 2020
Longstreet 11	Roy Clifford et al	164002	20	14-Jun-1980	September 1, 2020
Longstreet 12	Roy Clifford et al	164003	20	14-Jun-1980	September 1, 2020
Longstreet 14	Roy Clifford et al	164005	20	14-Jun-1980	September 1, 2020
Longstreet 15	Roy Clifford et al	164006	20	14-Jun-1980	September 1, 2020
Morning Star	Roy Clifford et al	96719	20	1-Jul-1957	September 1, 2020
Subtotal Original	75		1,500

Page 13 of 54

Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Leach Pad Claims
Longstreet 200	Great Basin Resources, Inc.	1073640	20	22-Jun-2012	September 1, 2020
Longstreet 201	Great Basin Resources, Inc.	1073641	20	22-Jun-2012	September 1, 2020
Longstreet 202	Great Basin Resources, Inc.	1073642	20	22-Jun-2012	September 1, 2020
Longstreet 203	Great Basin Resources, Inc.	1073643	20	22-Jun-2012	September 1, 2020
Longstreet 204	Great Basin Resources, Inc.	1073644	20	22-Jun-2012	September 1, 2020
Longstreet 205	Great Basin Resources, Inc.	1073645	20	22-Jun-2012	September 1, 2020
Longstreet 206	Great Basin Resources, Inc.	1073646	20	22-Jun-2012	September 1, 2020
Longstreet 207	Great Basin Resources, Inc.	1073647	20	22-Jun-2012	September 1, 2020
Longstreet 208	Great Basin Resources, Inc.	1073648	20	22-Jun-2012	September 1, 2020
Longstreet 209	Great Basin Resources, Inc.	1073649	20	22-Jun-2012	September 1, 2020
Longstreet 210	Great Basin Resources, Inc.	1073650	20	22-Jun-2012	September 1, 2020
Longstreet 211	Great Basin Resources, Inc.	1073651	20	22-Jun-2012	September 1, 2020
Longstreet 212	Great Basin Resources, Inc.	1073652	20	22-Jun-2012	September 1, 2020
Longstreet 213	Great Basin Resources, Inc.	1073653	20	22-Jun-2012	September 1, 2020
Longstreet 214	Great Basin Resources, Inc.	1073654	20	22-Jun-2012	September 1, 2020
Longstreet 215	Great Basin Resources, Inc.	1073655	20	22-Jun-2012	September 1, 2020
Longstreet 216	Great Basin Resources, Inc.	1073656	20	22-Jun-2012	September 1, 2020
Longstreet 217	Great Basin Resources, Inc.	1073657	20	22-Jun-2012	September 1, 2020
Longstreet 218	Great Basin Resources, Inc.	1073658	20	22-Jun-2012	September 1, 2020
Longstreet 219	Great Basin Resources, Inc.	1073659	20	22-Jun-2012	September 1, 2020
Longstreet 220	Great Basin Resources, Inc.	1073660	20	22-Jun-2012	September 1, 2020
Longstreet 210	Great Basin Resources, Inc.	1073661	20	22-Jun-2012	September 1, 2020
Longstreet 220	Great Basin Resources, Inc.	1073662	20	22-Jun-2012	September 1, 2020
Longstreet 223	Great Basin Resources, Inc.	1073663	20	22-Jun-2012	September 1, 2020
Longstreet 224	Great Basin Resources, Inc.	1073664	20	22-Jun-2012	September 1, 2020
Longstreet 225	Great Basin Resources, Inc.	1073665	20	22-Jun-2012	September 1, 2020
Longstreet 226	Great Basin Resources, Inc.	1073666	20	22-Jun-2012	September 1, 2020
Longstreet 227	Great Basin Resources, Inc.	1073667	20	22-Jun-2012	September 1, 2020
Longstreet 228	Great Basin Resources, Inc.	1073668	20	22-Jun-2012	September 1, 2020
Longstreet 229	Great Basin Resources, Inc.	1073669	20	22-Jun-2012	September 1, 2020
Longstreet 230	Great Basin Resources, Inc.	1073670	20	22-Jun-2012	September 1, 2020
Longstreet 231	Great Basin Resources, Inc.	1073671	20	22-Jun-2012	September 1, 2020
Longstreet 232	Great Basin Resources, Inc.	1073672	20	22-Jun-2012	September 1, 2020
Longstreet 233	Great Basin Resources, Inc.	1073673	20	22-Jun-2012	September 1, 2020
Longstreet 234	Great Basin Resources, Inc.	1073674	20	22-Jun-2012	September 1, 2020
Longstreet 235	Great Basin Resources, Inc.	1073675	20	22-Jun-2012	September 1, 2020
Longstreet 236	Great Basin Resources, Inc.	1073676	20	22-Jun-2012	September 1, 2020
Longstreet 237	Great Basin Resources, Inc.	1073677	20	22-Jun-2012	September 1, 2020
Subtotal Leach Pad	38		760

Page 14 of 54

Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Corridor Claims
Longstreet 66	Great Basin Resources, Inc.	1080730	20	5-Sept-2012	September 1, 2020
Longstreet 238	Great Basin Resources, Inc.	1080731	20	5-Sept-2012	September 1, 2020
Longstreet 239	Great Basin Resources, Inc.	1080732	20	5-Sept-2012	September 1, 2020
Longstreet 240	Great Basin Resources, Inc.	1080733	20	5-Sept-2012	September 1, 2020
Longstreet 241	Great Basin Resources, Inc.	1080734	20	5-Sept-2012	September 1, 2020
Longstreet 242	Great Basin Resources, Inc.	1080735	20	5-Sept-2012	September 1, 2020
Longstreet 243	Great Basin Resources, Inc.	1080736	20	5-Sept-2012	September 1, 2020
Longstreet 244	Great Basin Resources, Inc.	1080737	20	5-Sept-2012	September 1, 2020
Longstreet 245	Great Basin Resources, Inc.	1080738	20	5-Sept-2012	September 1, 2020
Longstreet 246	Great Basin Resources, Inc.	1080739	20	5-Sept-2012	September 1, 2020
Longstreet 247	Great Basin Resources, Inc.	1080740	20	5-Sept-2012	September 1, 2020
Longstreet 248	Great Basin Resources, Inc.	1080741	20	5-Sept-2012	September 1, 2020
Subtotal Corridor	12		240
Total	125		2,500

Page 15 of 54

Star Gold must make annual claim filing fees ($155.00 per claim in 2019) with the Bureau of Land Management (BLM), and Nevada/Nye County claim filing fees of $12.00 per claim plus $10.00 for filing with the Nye County office at Tonopah, NV. The fiscal year ended April 30, 2020 annual claim payments totaled $23,824.

On December 4, 2018, the Company amended the Longstreet Agreement to change the due date of certain expenditures required by that agreement (the “2018 Amendment”). The 2018 Amendment extended the due date of the 2019 expenditures from January 16, 2019 to August 31, 2019 and also extended the due date of the 2020 expenditures from January 16, 2020 to August 31, 2020. No other provisions of the Longstreet Agreement, as previously amended, were affected by the 2018 Amendment.

On August 12, 2019, the Company and Great Basin agreed to amend the Longstreet Agreement (the “2019 Amendment”) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Longstreet Property pursuant to that agreement. The 2019 Amendment eliminated the remainder of the required property expenditures. The 2019 Amendment sets forth Great Basin to transfer title of the Longstreet Property to the Company upon the Company:

a) Adjusting the exercise price to $0.04 on 435,000 existing options to purchase Company common stock from exercise prices ranging from $0.05 to $0.08 per share;

b) issuing an additional 500,000 options to purchase Company common stock at the exercise price of $0.04;

c) making a cash payment of $50,000 to Great Basin (paid on August 19, 2019) and

d) entering into a consulting agreement with Great Basin with a term of eighteen months.

On August 12, 2019, the Company repriced 435,000 existing options to purchase the Company’s common stock to an exercise price of $0.04 and issued an additional 500,000 options to purchase the Company’s common stock at an exercise price of $0.04. The fair value of the re-pricing and issuance of additional stock options was $16,044 which was capitalized as “Mining Interest”.

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

The Longstreet project is located 48 kilometers southeast of the Round Mountain Mine in Nevada. Longstreet is a Round Mountain style volcanic-hosted gold deposit. The first vein mapping program ever done at Longstreet was completed in October 2002. This work disclosed that gold-bearing veins at Main, as well as 6 other targets in the project area are steeply dipping. Most of the previous drilling was vertical. This indicates high potential to increase continuity, tonnage and grade of the resource. Surface geochemical sampling of veins from all the currently defined targets found gold values up to 18.1 g/t. As at Round Mountain the property contains strong potential for both open pit heap-leachable and high-grade millable ore. No party reading this report should conclude the Longstreet property has economic mineralization due to Longstreet’s proximity to Round Mountain. Comparison to this and other historic or producing mines is strictly informational relative to location and similar geologic characteristics.

History: The Longstreet Property was discovered in the early 1900’s but had limited development work until 1929. A 1929 report and maps show development of the “Golden Lion Mine” on two levels spaced 75 meters apart vertically. The report indicates development of 300,000 tons of “vein material” averaging 0.20 oz/ton (6.8 g/t) gold and 8 oz/ton (274 g/t) silver. A mill was constructed, the remnants of which are still on the property. However, the small stopes underground indicate very little mining was done and the operation was abandoned.

The property lay idle until 1980 when Keradamex Inc. and E & B Exploration formed a joint venture to explore the property. The venture conducted soil and rock chip geochemical surveys, limited underground sampling and drilled seven angle core holes (one was abandoned) into the Main mine workings area. This drilling revealed the presence of fracture related gold mineralization up to 36 meters thick extending into the hanging wall of the vein structure. In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. and Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.

Historic Drilling Summary
Date	Company	Number of Holes	Total Footage
1980	Keradamex	7	NA
1982-1983	Minerva	-	UG Sampling, no drilling
1984-1997	Naneco	Approx. 500	NA, RC and air track
1987	Cyprus	7	3,000
2002-2005	R.E.M.	30	11,000

Page 16 of 54

Page 17 of 54

In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.

In early 1984 Naneco Resources Ltd., an Alberta company, acquired all of the assets of Minerva and an additional 10 percent interest in the property from Geomex. As operator, Naneco immediately initiated drilling. In 1985, with over 200 RC holes drilled the venture announced encouraging results with anomalous grades of gold and silver throughout its drilling samples.

During the next few years Naneco increased its interest from 53 percent to 100 percent, conducted additional metallurgy, economic evaluation and drilling. At least 492 RC holes were drilled, most within the Main resource area. Unable to raise money because of falling gold prices and strapped with high land payments to the claim owners, Naneco relinquished the property in 1998. MinQuest acquired it shortly thereafter. The Cyprus target, which was evaluated by Cyprus Minerals Company in 1987 was acquired by MinQuest in early 2002.

The property was optioned to Rare Earth Metals Corp. (REM) in May of 2002. REM later changed its name to Harvest Gold. Mapping and geochemical sampling of the 7 targets shown on the attached map was completed in October 2002. From 2003 through 2005 REM drilled 30 holes into Main totaling 3,350 meters. The drill holes were angled toward the intersection of the two primary sheeted vein sets. Results showed a 20% improvement in average grade over vertical drilling.

Following the split of REM into Harvest Gold and VMS Ventures, Inc. Harvest performed no further work at Longstreet after late 2005. The property was finally returned to MinQuest in August 2009. By agreement with Minquest, on January 15, 2010 Star Gold Corp. received an option to acquire the portions of the property covered by the option.

Star Gold began drilling in the fall of 2011. A 16-hole program at Main showed new intercepts at depth in the central portion of the deposit. Intercept thicknesses of +0.01 oz./ton gold equivalent values are 65 to 120 feet. Of the 16 holes drilled 8 have +100 feet thicknesses of +0.01 oz./ton gold equivalent and 4 have +200 feet thicknesses of +0.01 oz./ton gold equivalent. Drill hole LS-1101 has 305 feet of +0.01 oz./ton gold equivalent. Gold equivalent values were derived from the following formula: AuEq oz./ton = Au oz./ton + (Ag oz./ton)/60. Drilling results are shown in the table below.

Drill samples were sent through a rotating, wet sample splitter attached to the drill to reduce the sample volume and maintain a representative sample. Drill helpers, under the supervision of the project geologist, collected and bagged an ‘A’ and ‘B’ sample on 5-foot intervals. Procedurally, an ‘A’ sample is collected and held by the project geologist for security purposes until it can be delivered to an assay facility. The ‘B’ sample then remains on site as a duplicate or backup sample if needed at a later date. A blank and two known ’standard’ pulps are then submitted randomly spaced with each drill hole. Once assays are available, they are examined for unexpected high or low values. If unexpected high or low values are encountered, the ‘B’ splits may be collected and submitted, or the lab may be requested to re-assay the pulp or reject in question. The ‘check’ samples and ’standard’ are examined to insure they agree with the original or know within accepted limits, usually +/- 10%.

ALS Chemex of Reno, Nevada did all sample preparation, including crushing, grinding and preparation of the assay pulps. The samples were never left unattended or unsecured by project geologist, drilling or laboratory staff nor are they handled by officers, directors or associates of Star Gold.

Sample preparation involves crushing the entire sample to -10 mesh, splitting, then pulverizing 1,000 grams to 75% passing 75-micron mesh. These pulps are then transferred within the ALS Chemex facility for assay. Both gold and silver assays are done by fire assay with an AA finish. The standard Star Gold-Longstreet submittal to ALS Chemex requests a 30-gram charge for gold fire assay. Assays which exceed 10 g/ton are automatically subjected to a gravimetric finish. Select sample intervals, usually those near intervals assaying significant gold, are chosen by the project geologist for re-assay also.

The Longstreet Project is affiliated with a paleo-hot springs system in a caldera associated volcanic setting very similar to the Round Mountain mine. Round Mountain is an open pit, heap-leach mine that has produced over 10 million ounces of gold over a 30-year period with the average grade currently being mined of 0.018 oz./ton gold. Cut-off grades for Round Mountain and several other oxide ore heap leach operations in Nevada range from 0.003 to 0.005 oz./ton gold. Star Gold hopes to develop an open pit, bulk minable, heap leachable gold/silver mine at Longstreet.

No party reading this report should conclude the Longstreet property has economic mineralization due to Longstreet’s proximity to any historic or producing mines and any information regarding any such historic or producing mines is strictly informational relative to location and similar geologic characteristics.

Page 18 of 54

Regional Geology and Mineralization: The Longstreet Property is located in the Nevada portion of the Basin and Range Province. This geological province is characterized by repeated episodes of compressional deformation in Paleozoic and Mesozoic time followed by extensional deformation and extensive magmatism and volcanism in Cenozoic time. Gold deposits are most often described as being associated with ‘mineralization trends’ that reflect deep crustal structures and magmatism, such as the ‘Walker Lane’ and the ‘Carlin Trend’. The Longstreet Project is in the Monitor Range, adjacent to the northwest trending Walker Lane volcanic-hosted gold trend that includes such world-class deposits as the Comstock and Goldfields mining camps

2013 Drill Results Longstreet (≥ 5 feet @ ≥ 0.01 oz./ton gold equivalent) 08/26/13
Hole No.	From	To	Interval	True	Gold	Silver	True	Gold	Silver	Au Equiv.
	(feet)	(feet)	(feet)	Width	(oz./ton)	(oz./ton)	Width (m)	(g/t)	(g/t)	(oz./ton)
LS-1301	45	50	5.0	5.0	0.008	0.274	1.5	0.263	9.4	0.012
	150	160	10.0	10.0	0.016	0.058	3.0	0.535	2.0	0.017
	190	215	25.0	25.0	0.009	0.141	7.6	0.300	4.8	0.011
LS-1302	0	40	40.0	36.0	0.015	0.894	11.0	0.516	30.6	0.030
	70	165	95.0	85.5	0.009	0.482	26.1	0.307	16.5	0.017
	205	270	65.0	58.5	0.012	0.444	17.8	0.396	15.2	0.019
LS-1303	85	110	25.0	25.0	0.003	0.935	7.6	0.098	32.0	0.018
	145	150	5.0	5.0	0.009	0.105	1.5	0.292	3.6	0.010
	165	170	5.0	5.0	0.007	0.201	1.5	0.238	6.9	0.010
	185	230	45.0	45.0	0.006	0.374	13.7	0.191	12.8	0.012
	255	300	45.0	45.0	0.004	0.326	13.7	0.148	11.2	0.010
LS-1304	35	50	15.0	15.0	0.004	0.388	4.6	0.130	13.3	0.010
	60	85	25.0	25.0	0.008	0.384	7.6	0.258	13.1	0.014
	130	155	25.0	25.0	0.065	0.467	7.6	2.218	16.0	0.073
LS-1305	15	30	15.0	15.0	0.007	0.184	4.6	0.226	6.3	0.010
	45	145	100.0	100.0	0.009	0.306	30.5	0.305	10.5	0.014
	210	220	10.0	10.0	0.006	0.291	3.0	0.220	10.0	0.011
LS-1306	45	50	5.0	5.0	0.004	0.523	1.5	0.120	17.9	0.012
	205	295	90.0	90.0	0.003	0.521	27.4	0.095	17.9	0.011
LS-1307	120	145	25.0	25	0.007	0.783	7.6	0.236	26.8	0.020
LS-1308	85	90	5.0	5	0.009	0.146	1.5	0.314	5.0	0.012
	180	190	10.0	10.0	0.003	0.444	3.0	0.101	15.2	0.010
	280	340	60.0	60.0	0.003	0.833	18.3	0.104	28.5	0.017
LS-1309	0	10	10.0	10.0	0.015	0.304	3.0	0.509	10.4	0.020
	40	265	225.0	225.0	0.022	0.678	68.6	0.750	23.2	0.033
	330	340	10.0	10.0	0.005	0.492	3.0	0.169	16.9	0.013
LS-1310	0	20	20.0	20	0.010	0.349	6.1	0.342	12.0	0.016
LS-1311	0	30	30.0	30	0.004	0.471	9.1	0.140	16.1	0.012
	50	115	65.0	65	0.010	0.798	19.8	0.351	27.3	0.024
	350	360	10.0	10	0.002	0.581	3.0	0.070	19.9	0.012
LS-1312	45	60	15.0	15.0	0.010	0.091	4.6	0.343	3.1	0.012
	120	125	5.0	5.0	0.005	0.321	1.5	0.172	11.0	0.010
	150	255	105.0	105.0	0.012	1.056	32.0	0.423	36.2	0.030
	290	380	90.0	90.0	0.006	0.494	27.4	0.191	16.9	0.014
LS-1313	0	15	15.0	15.0	0.009	0.288	4.6	0.308	9.9	0.014
	50	105	55.0	55.0	0.019	0.735	16.8	0.641	25.2	0.031
	120	130	10.0	10.0	0.004	0.720	3.0	0.138	24.7	0.016
	160	200	40.0	40.0	0.038	0.810	12.2	1.300	27.7	0.051
	245	250	5.0	5.0	0.013	0.277	1.5	0.439	9.5	0.017
LS-1314	0	65	65.0	65.0	0.017	0.787	19.8	0.572	27.0	0.030
	245	340	95.0	95.0	0.004	1.424	29.0	0.134	48.8	0.028
	355	380	25.0	25.0	0.003	0.423	7.6	0.102	14.5	0.010
LS-1315	0	15	15.0	15.0	0.005	0.318	4.6	0.176	10.9	0.010
	50	55	5.0	5.0	0.012	0.520	1.5	0.406	17.8	0.021
	95	100	5.0	5.0	0.003	0.742	1.5	0.093	25.4	0.015
	145	150	5.0	5.0	0.002	1.323	1.5	0.056	45.3	0.024
	205	210	5.0	5.0	0.003	0.689	1.5	0.092	23.6	0.014
LS-1316	0	30	30.0	30	0.014	0.215	9.1	0.482	7.4	0.018
	175	185	10.0	10	0.010	0.254	3.0	0.334	8.7	0.014
	220	225	5.0	5	0.012	0.239	1.5	0.408	8.2	0.016
	240	280	40.0	40	0.019	0.596	12.2	0.651	20.4	0.029
LS-1317	50	55	5.0	5	0.004	0.493	1.5	0.153	16.9	0.013
	95	100	5.0	5	0.003	0.432	1.5	0.096	14.8	0.010
LS-1318	0	15	15.0	15	0.009	0.450	4.6	0.323	15.4	0.017
	25	75	50.0	50	0.005	0.281	15.2	0.186	9.6	0.010
LS-1319	0	20	20.0	20	0.015	0.190	6.1	0.503	6.5	0.018
	175	205	30.0	30	0.032	10.340	9.1	1.087	354.1	0.204
including	180	185	5.0	5	0.166	54.312	1.5	5.690	1860.0	1.071
LS-1320				Hole abandoned at 100 feet. No +0.01 Au Equiv. results
Note: Au Equiv. calculation uses Au/Ag ratio of 60/1

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The Monitor Range is a westward-tilted fault block that has been elevated by normal faults along its eastern front and is typical of the uplifted mountains of the Basin and Range Province. The ranges are topographic highs rising above alluvium-filled valleys generated by Tertiary extensional tectonics. Central Nevada was an area of intense Oligocene – Miocene ash-flow volcanism that created numerous calderas and their outflow products. At least 13 calderas that range in age between 32 and 22 Ma have been mapped or interpreted in the area extending from the Shoshone Mountains eastward to the Monitor Range. The southern Monitor Range consists Mainly of Tertiary age volcanic and hypabyssal rocks related to the eruption of the Big Ten Peak volcano and a nearby unnamed 29 Ma caldera (Kleinhampl and Ziony, 1985) intruding and overlying Paleozoic sedimentary and metamorphic rocks.

The Paleozoic rocks are thrust-faulted marine sedimentary rocks comprised of quartzite, argillite and limestone of Cambrian, Ordovician and Silurian age. Minor amounts of Permian marine sediments are also present in the Georges Canyon area.

In the southern Monitor Range Tertiary age volcanic rocks comprise more than 90% of the exposed bedrock. These rocks are more than 1 km thick and are predominantly flat lying. Early Oligocene to early Miocene rhyolitic to dacitic ash-flow tuffs, with rhyolitic welded tuff are the thickest and most extensive units. Most of the Tertiary intrusions in the region are rhyolitic, but several small dacitic to andesitic dikes are present in the Georges Canyon area.

Mineral deposits in this part of the Basin and Range Province are varied and widespread and some of them have (had) substantial metal production. The producing Round Mountain gold deposit is about 25 miles northwest, and the past-producing Manhattan Mining Camp (gold/silver) is about 20 miles west-northwest of the Longstreet Property.

The Round Mountain Mine is a giant among epithermal precious metal deposits hosted by volcanic rocks, and the mineralization is a classic example of low sulphidation epithermal gold mineralization (White and Hedenquist, 1995). Gold deposits were discovered at Round Mountain in 1906 (Shawe, 1982) and by 1959 about 410 thousand ounces (troy ounces) of gold had been produced from placer and narrow vein lode deposits. Current production by open-pit mining methods commenced in 1977. Kinross (2010) reported an annual production for 2010 at 184,554 ounces of AuEq, with over 66 million tons of proven and probable reserves.

The oxidized ore is described as a closely spaced set of steeply dipping veins and veinlets following northwest-trending faults and associated joints over broad areas. Significant gold mineralization is not found in northeast-trending faults and fractures. The vein/veinlet system contains quartz, adularia, limonite (oxidized from pyrite), manganese oxide and associated native free gold. Flat veins are similar to the steep veins in character and mineral content, but with more brecciation of the wall rocks. Gold contents also appear to be higher in the flat veins. The adularia in the ore related veins is dated at 25.9 to 26.6 Ma, which is indistinguishable from the age of the enclosing ‘Tuffs of Round Mountain’ welded ash flow tuffs. These tuffs were erupted from the Round Mountain caldera and were deposited within the caldera (Henry, Castor and Elson, 1996).

No party reading this report should conclude the Longstreet Property has economic mineralization due to Longstreet’s proximity to any historic or producing mines and any information regarding any such historic or producing mines is strictly informational relative to location and similar geologic characteristics.

Hydrothermal alteration associated with the bulk mineable ore is evidenced by silicification and the replacement of magmatic feldspar by hydrothermal feldspar engendered by a potassium-rich hydrothermal fluid (Sander, 1988).

Page 20 of 54

The Manhattan gold / silver camp is located approximately 20 miles west-northwest of the Longstreet Project and is an example of Tertiary epithermal mineralization superimposed on Paleozoic sedimentary rocks. Gold / silver deposits were discovered at Manhattan in 1905 (Shawe, 1982) and by 1959 about 10,500 kg of gold and 4,400 kg of silver had been produced from placer and lode deposits. The lode deposits in the Manhattan district are of a variety of types, although they occur together in a coherent belt about 1 km wide, which follows the south side of the Manhattan caldera for about 10 km. The most productive deposits formed in strongly faulted argillite and quartzite of the Cambrian age Gold Hill Formation. The generally north-trending zones of mineralized fractures are stockworks containing quartz, adularia, pyrite (oxidized to limonite) and native gold similar to the sheeted zones at Round Mountain. The silver production recorded for this camp is related to electrum and various silver-bearing sulphosalts.

The Clipper Mine located approximately 5 miles southwest of the Longstreet Mine near Murphy Camp was discovered in 1903 and was worked intermittently until 1943. The mine was initially developed during World War I and included a 175-foot shaft and a 370-foot adit. Recorded production is about $12,000 (in 1951dollars) from mineralization having a gold to silver ratio of 1:1 and assaying from $34-124 per ton (1951 dollars). Host rocks are welded rhyolite ash-flow tuffs similar to the Longstreet mine. The Little Joe Claim located 6 miles south-southwest of the Longstreet Mine was developed by a 75-foot inclined shaft. Gold-bearing veins in ‘rhyolitic tuff’ were mined but production details are lacking.

At an un-named mine, located 1.5 miles west of the mouth of Georges Canyon irregular gold / silver quartz veins and veinlets containing minor pyrite were exploited from a 25-foot inclined shaft. The vein system occurs in possible Paleozoic light gray chert and silicified argillite along a fault. No production details are available.

Mineralization on the Last Chance claims located 11 miles west-northwest of the Longstreet Project and southwest of Big Ten Peak was discovered in the 1920s. Mineralization consists of argentiferous galena, minor sphalerite and pyrite occurring in irregular pipes and chimneys generally at the intersection of cross faults within a northwest-trending shear zone in pre-Tertiary rocks. This property was developed by a 30 m two compartment shaft and a 61 m adit. Production in the late 1920s is recorded as 13.6 tons containing an average of 720 g/t Ag, 21% Pb and 2% Zn. A further 18.1 tons produced in 1938 contained 240-275 g/t Ag and 8% Pb.

Metallurgy: 2013 Metallurgical Test Program

The 2013 metallurgical test work program was conducted by McLelland Laboratories under the direction of a QP metallurgical engineer contracted by Star Gold. The program included bottle roll tests, column tests and comminution tests and mineralogical examination.

Section Sample Assays

A total of 65 underground adit samples weighing 816 pounds (370kg) and three surface samples weighing 904 pounds (410kg) were collected for metallurgical testing. Each of these samples were crushed to 100% -2 inches (50mm) and assayed for gold and silver in duplicate. Assay results are listed in Table 8.2. Samples were combined to generate surface and underground composites, as well as a blended master composite. Triplicate direct assays were conducted on each composite. Standard deviations between triplicate head assays were high, particularly for the surface master composite. The agreement between the triplicate splits was not good, however the average of the triplicate assays is close to what was expected, based on the section assays. It was noted that the quality control samples all checked out as well, which indicates that the assays are good and the gold occurrence in the potentially economic mineralization is just a little “spotty”.

.1 Gold Head Assays and Head Grade Comparisons

Longstreet Composites
	SMC, g/mt		UMC, g/mt		BMC, g/mt
Determination	Au	Ag	Au	Ag	Au	Ag
Direct Assay, Init.	0.21	17	0.70	67	0.57	40
Direct Assay, Dup.	0.67	34	0.82	63	0.66	41
Direct Assay, Trip.	0.37	21	1.09	53	0.77	50
Average	0.42	24	0.87	61	0.67	44
Std. Deviation	0.23	9	0.20	7	0.10	6

A total of twenty pieces of rock from both underground and surface were selected for comminution testing. The remainder of the samples were separately stage crushed to 100% -2-inches (-50mm). Each of the underground and surface samples were then blended to form a master composite representing both the underground and surface samples. The blended sample was then split to generate a third master composite. Samples were collected for bottle roll tests. All composites were then further crushed to 80% -3/4 inch (19mm), blended, then split into 75kg lots for column testing. Selection sample assay results and detailed blending procedures are provided in the Appendix to this report.

Bottle Roll Testing

A bottle roll test was conducted on each of the three composites at an 80% -10 Mesh (1.7mm) feed size to determine lime requirements for column leach testing. Gold and silver recoveries were similar for all three composites. Gold recoveries ranged from 80.6% to 81.9% and silver recoveries ranged from 17.5% to 20.0%.

Additional bottle roll tests, at a cyanide concentration of 1.0g NaCN/L were conducted on the blended master composite at feed sizes of 100% -2 inches (50mm), 80% -3/4 inches (19mm) and 80% -1/4 inch (6.3mm) to determine sensitivity to feed size. The blended master composite showed a moderate sensitivity to feed size with respect to gold and silver recovery. Recovery was 18.4% higher for gold, and 13.9% higher for silver, at a feed size of 80% -1/16 inches (1.7mm) than at a feed size of 100% -2 inches (50mm).

Page 21 of 54

Silver recovery, for each bottle roll test conducted, was low. In order to investigate the cause of the low silver recovery, three additional bottle roll tests were conducted on the blended master composite to determine response to increased cyanide concentration (5.0g NaCN/L) at typical heap leach (80% -3/4 inches, 80% -1/4 inches) and milled (80% -200 Mesh (75µm)) feed sizes.

Results showed that increasing the cyanide concentration did not significantly increase silver recovery at heap leach feed sizes, however, silver recovery increased substantially when feed was finely ground. Silver recovery was 60.6% from the bottle roll test conducted on 80% -200 mesh material. Gold recovery was also moderately higher when fine grinding was employed. Mineralogical analysis of head and tail samples of the blended master composite confirm that the primary reason for low silver recovery is due to the very fine-grained nature of the silver sulfide, which when exposed, is readily leachable. The silver leach rate at 200 mesh was extremely fast. Silver recovery was complete within the first two hours, which suggests that the silver mineralization is very fast leaching once liberated. In contrast, silver-bearing jarosites tend to be refractory and are usually unaffected by leaching regardless of the grind size.

Summary results from bottle roll testing are given in Table 8.3. Detailed bottle roll test data including leach rate figures, are provided in the attached spreadsheet.

2 Bottle Roll Test Results, 2013

Table 1. - Summary Metallurgical Results, Bottle Roll Tests, Longstreet Mine Composites
		NaCN	Au	gAu/mt ore				Ag	gAg/mt ore				Reagent Requirements
	Feed	Conc.	Recovery,			Calculated	Head	Recovery,			Calculated	Head	kg/mt ore
Composite	Size	g/L	%	Extracted	Tail	Head	Assay	%	Extracted	Tail	Head	Assay	NaCN Cons. Lime Added
SMC	80%-1.7mm	1.0	80.6	0.25	0.06	0.31	0.42	20.0	5	20	25	24	0.08	2.1
UMC	80%-1.7mm	1.0	81.9	0.68	0.15	0.83	0.87	18.9	10	43	53	61	0.13	3.4
BMC	100%-50mm	1.0	62.9	0.44	0.26	0.70	0.67	3.6	2	54	56	44	0.07	1.3
BMC	80%-19mm	1.0	67.1	0.51	0.25	0.76	0.67	12.8	5	34	39	44	0.07	2.1
BMC	80%-6.3mm	1.0	77.9	0.53	0.15	0.68	0.67	13.6	6	38	44	44	<0.07	3.0
BMC	80%-1.7mm	1.0	81.3	0.52	0.12	0.64	0.67	17.5	7	33	40	44	0.13	2.5
BMC	80%-19mm	5.0	76.4	0.55	0.17	0.72	0.67	14.6	6	35	41	44	0.48	1.0
BMC	80%-6.3mm	5.0	77.6	0.45	0.13	0.58	0.67	14.0	6	37	43	44	0.67	1.0
BMC	80%-75µm	5.0	88.7	0.47	0.06	0.53	0.67	60.6	20	13	33	44	0.91	1.3

Both gold and silver recoveries are slightly improved with increased crush size, the increase in recovery is more pronounced in the silver as compared to gold when a fine grind is applied. Figure 8.3 illustrates this. It is important to keep in mind that in order to reduce the particle size to 80 % passing 75 microns a conventional comminution circuit employing crushing and grinding would be required.

Page 22 of 54

Column Leach Testing

Column leach test were conducted on each of the master composites, utilizing a feed size of 80% -3/4 inch (19 mm) in order to determine gold and silver recoveries, recovery rates and reagent requirements under simulated heap leach conditions. Lime additions were based on bottle roll tests. Test columns were sized at 15 cm diameter by 3 meters high using PVC piping with material stacked in the leaching columns in a manner in which to minimize particle segregation and compaction. Leaching was conducted by applying a cyanide solution of 1.0g NACN/L over the charge at a feed rate of 12 Lph/m² of column cross sectional area. After leaching, freshwater rinsing was conducted to remove residual cyanide and to recover dissolved gold and silver values.

Detail column leach tests data, including screen analysis of the feed and tails and drain down rates can be found in the Appendix, identified as McLelland Report No. 3829 titled Heap Leach Cyanidation Testing Longstreet Project, dated April 6, 2014.

All three composites were leached for 190 days. Gold and silver extractions for the surface master composite (SMC) reached 88.9 % and 20.0 %, respectively. Gold and silver extraction for the underground master composites (UMC) was 84.6 % for gold and 15.4 % for silver. The master blend composite (MBC) achieved gold and silver recoveries of 86.3 and 16.7 respectively. Summary results from column leach testing are provided in Table 8.4. Detailed results, including leach rate figures are provided in the Appendix.

3 Summary Metallurgical Test Results

Summary Metallurgical Results, Column Percolation Leach Tests, Longstreet Mine Composites, 80%-19mm Feed Size
Sample I.D.	Test No.	Leach/rinse Time, days	mt/mt ore	g Au/mt ore Extracted	Average Head	g Ag/mt ore Extracted	Average Head	NaCN consumed kg/mt ore	Lime added kg/mt ore
SMC	P-1	153	4.8	0.32	0.38	5	24	1.45	1.7
UMC	P-2	158	5.3	0.59	0.85	7	60	1.90	2.7
BMC	P-3	158	5.2	0.63	0.68	8	45	1.78	2.0

Recovery results by size fraction for all three master composites indicates that finer crushing would not substantially improve gold recovery. Gold recovery was similar throughout the various size fractions with only a slightly elevated recovery in the finest size fraction (-75 microns). Silver recovery on the other hand would benefit from a finer particle size and would require fine grinding in order to maximize recovery.

Overall metallurgical results indicate that the Longstreet master composites are readily amenable to simulated heap leach treatment at 80 % -19 mm feed size. Gold recoveries for all three composites were similar and ranged from 84.6 % to 88.9 % in 190 days of leaching and rinsing. Silver recoveries were similar for all three samples, with recoveries ranging from 15.4 % to 20.0%.

It is important to note that although the column tests were conducted over a period of 190 days, gold extraction was essentially completed in the first 30 days of leaching. Silver leach rates, on the other hand, were very slow and it is not expected that they would improve beyond the 190-day cycle.

Cyanide consumption rates were high and ranged from 1.56 to 1.93 kg NaCN/t of ore. This was due in part to the long leach times. Cyanide consumption rates in a commercial operation are typically much lower.

Page 23 of 54

Figures 8.4, 8.5 and 8.6 diagrammatically illustrate the leach rates and results for gold and silver.

Figure 8.4 Surface Master composite leach kinetics

Figure 8.5 Underground master composite leach kinetics

Page 24 of 54

Figure 8.6 Master blend composite leach kinetics

Property Geology: Geologic mapping by MinQuest since 2002 indicates that the majority of the Longstreet Project is underlain by moderately to poorly welded rhyolite ash-flow tuff (‘Tat’) containing conspicuous exotic lithic fragments and pumice (Figures 5, 7, 8 and 9). The ash-flow tuff unit is buff to gray, and contains <10% quartz phenocrysts, 15% feldspar phenocrysts, 5-15% pumice and 5-20% other exotic fragments in an aphanitic groundmass (Liedtke, 1984). Hydrothermal alteration is prevalent and consists of argillic (bleaching and clay mineral development), silicic (pervasive silica flooding, or extremely high veinlet density) and potassic (adularia in quartz veinlets). Limonite and geothite development are considered to be weathering phenomena. These felsic ash-flow tuffs of Oligocene age are similar in age and character to the ‘tuffs of Round Mountain’, which host the Round Mountain Mine.

The Tat tuff unit (see Figures 7, 8 and 9) displays horizontal bedding and may be in the order of 3,000 feet thick. The ash-flow tuff is intruded by rhyolite porphyry dykes (‘Trp’) exhibiting various orientations and may represent feeder conduits to now-eroded rhyolitic lithologies higher in the stratigraphy.

A thin discontinuous unit of volcaniclastic and siliceous sediments (‘Ts’), including sinter is deposited upon the ash-flow tuff unit. The unit is white, yellowish and light gray, bedded in part and probably represents a hiatus in volcanism. Siliceous alteration resulting in the development of sheeted quartz vein systems affects the Tat, Ts and Trp rock units.

Overlying the Tat tuff and the Ts sediments is a black to brown strongly welded ash-flow tuff (‘Trt’) that forms bluffs and caps ridges. This unit has a distinctive thin (about 10 feet) vitrophyre zone near its base. This unit is estimated to be 300 to 450 feet thick and possibly a correlative of the Saulsbury Wash Formation (21.6 +/- 0.6 Ma).

The tectonic fabric on the Longstreet Project includes two Main directions of faulting/fracturing that have an influence on the mineralization. An east-trending steeply north-dipping system of fractures and faults has been noted at five of the seven gold / silver zones on the Property (see Figure 6). Quartz –adularia – limonite veins / veinlets and ‘rusty fractures’ following this trend contain gold mineralization. The other important gold / silver-bearing fault/fracture direction is 300-330° with steep north dips and is characterized by sheeted quartz veins / veinlets and ‘rusty fractures. The vein / veinlets also contain adularia and iron oxide minerals derived from the oxidation of sulfide minerals. This mineralized trend occurs at all seven of the gold / silver zones known on the Longstreet Project. Major displacement is not a feature of these structures.

The Longstreet project is an example of gold / silver mineralization related to east-trending structures. An east-tending fault dipping 40-55° is associated with the highest-grade gold / silver mineralization known to date. The bulk of the gold / silver mineralization in the Longstreet Mine is contained in steeply dipping multiple vein sets in the hanging wall of the fault.

Liedtke (1984) indicates that similar fault directions are known 4,600 feet south and 2,800 feet north of the Longstreet Project, which may host similar high-grade gold / silver mineralization.

Targets: A short description of the 7 currently identified drilling targets at Longstreet follows:

Main- The target consists of intersecting high-angle NW and E-W sheeted vein systems. Completion of an angle drilling program to the southwest perpendicular to the intersection of the two vein sets will continue to produce improved continuity and higher tonnage and grade. Un-drilled extensions of this mineralization are indicated to the southeast and west.

Page 25 of 54

NE Main: Approximately 450m N-NE of the Main resource there is a poorly exposed, un-drilled target that looks identical to Main. Sampling of surface veins at NE Main reveal anomalous gold values.

Opal Ridge: This is an erosional remnant of a sinter apron that once covered a much larger area. Extensions of the Main resource are down-dropped approximately 60m with an apparent displacement to the north of less than 10m. E-W and NW high level opal-rich veins are exposed in the lower portion of the apron with anomalous gold values. Although there may be a higher stripping ratio here, more of the deposit may be preserved.

North: This is a sheeted vein system with identical vein attitudes to Main. Values up to 18.1 ppm Au indicate a strong system, although vein density appears to be less than at Main. The western end of the target has the strongest exposed mineralization.

Cyprus Ridge Zone: Quartz veins up to 5 m thick occur in this 1.1 km long northwest trending sheeted vein system. Cyprus Minerals Company completed a 920 m drill program in 1987. All of the Cyprus holes were vertical or high angle and none tested the large primary vein set. No high-grade gold was intersected in their drilling. MinQuest mapped the intricate vein system in 2002 and collected 41 surface samples that contained anomalous to highly anomalous (several times background to hundreds of times background) veins. Due to the abundance of low temperature silica, MinQuest concluded that the gold values are leakage anomalies from a deeper boiling zone. The boiling zone is a high priority drill target.

Red Knob Zone: Mineralization outcrops as northwest trending sheeted quartz-adularia veins over an area 150m wide by 300m long. Surface sampling found anomalous gold values. In addition, a boulder field on the north side of the target contains quartz-adularia veins up to 1m in thickness in an area of no outcrop. Drill intercepts from two holes testing a small portion of the target revealed anomalous gold values.

Spire: This is an E-W vertical to steeply north dipping sheeted vein system. Intersecting NW trending veins are present but are much less abundant than at Main. Surface sampling at Spire had detected anomalous gold values.

Star Gold’s geologists believe sampling and drilling results to date warrant optimism of one or more economic, near surface, bulk-mineable, heap leach-recoverable gold-silver deposits at the Longstreet Project targets described above. In addition, sampling at surface near the Cyprus target suggests the presence of higher-grade veins, which may be suitable to underground mining methods. Situated on a high ridge-top, it could be easily mined from a canyon elevation adit.

Environmental, plan of operation and reclamation: To the Company’s knowledge, there is no known surface disturbance or groundwater contamination from previous mining activities. Remediation activities are performed immediately after completion of exploratory drilling. With respect to historical mining activities, there is no indication of reclamation at this time and, therefore, the Company has no plans to remediate. The Longstreet Property is within Forest Service lands and Star Gold has applied for and received a Plan of Operation from the Forest Service allowing exploration drilling. A surface disturbance bond of $89,400 has been paid and is held by the Forest Service until reclamation is completed. There are no other significant environmental requirements.

ITEM 3. 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.

ITEM 4. MINE SAFETY DISCLOSURES.

Star Gold Corp. considers health, safety and environmental stewardship to be a core value for the Company.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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 with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the year ended April 30, 2020, the Company’s exploration properties were not subject to regulation by the MSHA under the Mine Act.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

General

Star Gold Corp. authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 27, 2020, there were 78,210,841 shares of Star Gold Corp. common stock issued and outstanding. The Company has not issued any shares of preferred stock.

Market Information

The Company’s shares are quoted via the OTC:QB under the symbol “SRGZ.”

At July 27, 2020, the price per share quoted on the OTCQB was $0.066.

Page 26 of 54

Transfer Agent:

The independent stock transfer agent for Star Gold Corp. is Equiniti Trust Company located at 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209.

Dividends

The Company has not declared any dividends on its common stock since inception. There are no dividend restrictions that limit the Company’s ability to pay dividends on common stock in its Articles of Incorporation or Bylaws. The Corporation’s governing statute, Chapter 78 – “Private Corporations” of the Nevada Revised Statutes (the “NRS”), does provide limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

a) the Company would not be able to pay its debts as they become due in the usual course of business; or

b) the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by the Company’s Articles of Incorporation).

Securities Authorized for Issuance under Stock Option Plan

On May 25, 2011, the Board of Directors approved a Stock Option Plan. The Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individuals including directors, executive officers and advisors that that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The Stock Option Plan has a maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool whereby the number of shares under the Stock Option Plan increase automatically with increases in the total number of outstanding common shares. This “Evergreen” provision permits the reloading of shares that make up the available pool for the Stock Option Plan, once the options granted have been exercised. The number of shares available for issuance under the Stock Option Plan automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the Stock Option Plan, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the Stock Option Plan and any outstanding awards under the Stock Option Plan will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all the Company’s assets.

The Stock Option Plan also has terms and limitations including without limitation that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair market value, based on the closing price per share of common stock, at the time the stock option is granted.

On April 30, 2018, the Board of Directors authorized the grant of 1,400,000 options to purchase shares of common stock of the Company to various directors, officers and consultants.

Recent Sales of Unregistered Securities

On October 26, 2018, the Company issued 960,417 shares of its common stock in lieu of cash payment for accounts payable. The value of the shares issued was $57,625, based on a price of $0.06 per share which was the fair value on the date of issuance. No shares of common stock have been issued during the year ended April 30, 2020.

On June 8, 2020, Star Gold Corp. (“Star Gold” or 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 $.045 per share.

During the period beginning on June 8, 2020 and ending at 5:00 pm PDT on August 31, 2020, each outstanding Warrant to purchase Star Gold Common Stock may be exercised, in whole or in part, at the per share price of $.045 per share regardless of the Exercise Price set forth in the Warrant being exercised.

After 5:00 pm PDT on August 31, 2020 each remaining outstanding and unexercised Common Stock Warrant will then revert back to its original Exercise Price as set forth in each respective Warrant.

On July 6, 2020, the Company issued 816,000 shares of its common stock upon exercise of warrants at $0.045 per share by an accredited investor for cash proceeds of $36,720.

All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed in the Company’s current reports on Form 8-K and its Quarterly Reports on Form 10-Q.

During the fiscal year ended April 30, 2020, 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.

Page 27 of 54

ITEM 6. SELECTED FINANCIAL DATA.

Statement of Operations Information:

	For the years ended
	April 30, 2020			April 30, 2019
Revenues	$	-		$	-
Total operating expenses		454,288			337,184
Loss from operations		(454,288	)		(337,184	)
Other income (expense)		(562	)		1,480
NET LOSS	$	(454,850	)	$	(335,704	)
Weighted average shares of common stock (basic and diluted)		77,394,841			76,923,842
Income (loss) per share (basic and diluted)	$	(0.01	)	$	(0.00	)

Balance Sheet Information:

	April 30, 2020			April 30, 2019
Working capital	$	(66,512	)	$	443,915
Total assets		679,833			954,425
Accumulated deficit		11,157,593			10,702,743
Stockholders’ equity		496,373			935,179

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 2019, the Company re-examined the costing assumptions of potentially building a leach pad near the Main nob and what the resultant economics would emerge from such a plan. That re-examination showed that moving the leach pad to 300 feet from the main knob of the Longstreet Project would limit land disturbance and result in reduced construction and hauling costs.

In September 2019, the Company received a positive decision on its application for a Drill permit from the BLM. This allows the Company to commence drilling mainly for the Hydrology study but also enabling drilling on other holes on the Main nob for geochemical analysis. A bond has been lodged and there are no impediments to drilling other than capital constraints. This decision is valid for two years and may be extended.

For the upcoming fiscal year ending April 30, 2021, the Company plans to commence the following activities as it prepares the 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 Designs)

Assuming the results of the above-referenced studies 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 governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.  

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

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

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

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

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, joint ventures and/or farm-out a portion of its exploration properties.

Page 28 of 54

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 years ended April 30,
	2020		2019			$ Change		% Change
Mineral exploration expense	$	25,244	$	21,297		$	3,947		18.5	%
Pre-development expense		155,716		119,975			35,741		29.8	%
Legal and professional fees		77,855		73,267			4,588		6.3	%
Management and administrative		193,807		120,980			72,827		60.2	%
Depreciation		1,666		1,665			1		N/A
Other expense (income)		562		(1,480	)		2,042		(138.0	%)
NET LOSS	$	454,850	$	335,704		$	119,146		35.5	%

The Company earned no operating revenue in 2020 or 2019 and does not anticipate earning any operating revenues in the foreseeable future. Star Gold Corp. is an exploration stage company and presently is seeking other natural resources related business opportunities.

The Company will continue to focus its capital and resources toward exploration and permitting activities at its Longstreet Property.

Total net loss for 2020 of $434,850 increased by $119,146 from 2019 total net loss of $335,704.

Mineral exploration expense

	For the years ended April 30,
	2020		2019			$ Change		% Change
Drilling and field work	$	-	$	(2,527	)	$	2,527		(100.0	%)
Claims		25,244		23,824			1,420		6.0	%
Total mineral exploration expense	$	25,244	$	21,297		$	3,947		18.5	%

Mineral exploration expense for the year end April 30, 2020 was $25,244, an increase of $3,947 from 2019 exploration and consultants’ expense of $21,297. 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 for construct a mine at the Longstreet site.

Pre-development expense

	For the years ended April 30,
	2020		2019		$ Change			% Change
Flora and fauna contractor	$	3,231	$	8,837	$	(5,606	)		(63.4	%)
Cultural resources and anthropological		8,060		6,392		1,668			26.1	%
Environmental and permitting services		-		-		-			N/A
Environmental impact and plan of operations		29,181		44,096		(14,915	)		(33.8	%)
Project management		12,625		45,650		(33,025	)		(72.3	%)
Water rights costs		19,808		15,000		4,808			32.1	%
Field expense		1,386		-		1,386			N/A
Technical consultants		81,425		-		81,425			N/A
Total pre-development expense	$	155,716	$	119,975	$	35,741			29.8	%

Pre-development expense for the year ended April 30, 2020 was $155,716, an increase of $35,741 from 2019 pre-development expense of $119,975.

Technical consultant expense increased in 2020 due to a consulting contract executed with Great Basin Resources, Inc. as consideration for amending the Longstreet Property Agreement. Under the terms of the agreement, Great Basin will provide consulting and geologic expertise for a period of 18 months at a monthly rate of $7,500 per month until February 2021.

On November 4, 2019, the United States Department of Agriculture-Forest Service approved the Company’s Longstreet Exploration Project which includes drilling of two test holes for water and a monitoring well to determine sufficient water supply for a potential mine at the Longstreet site.

The Company is currently assembling bids from engineering firms for development of a full Plan of Operations and Mine Schedule for development and eventual submission of an application to permit construction of a heap leach mining operation on the Longstreet property. The Company is also soliciting bids for drilling of monitor and water-course wells on the Longstreet property site to determine suitability for future mining and leach pad operations.

Page 29 of 54

Legal and professional fees

	For the years ended April 30,
	2020		2019		$ Change			% Change
Audit and accounting	$	28,288	$	26,255	$	2,033			7.7	%
Legal fees		14,613		9,488		5,125			54.0	%
Public company expense		21,666		17,462		4,204			24.1	%
Investor relations		13,288		20,062		(6,774	)		(33.8	%)
Total legal and professional fees	$	77,855	$	73,267	$	4,588			6.3	%

Audit and accounting fees increased $2,033 from $26,255 for the year end April 30, 2019 compared to $28,288 for the year ended April 30, 2020. Management expects audit and accounting fees to remain relatively constant in the upcoming fiscal year.

The primary component of public company expense is the annual fee associated with OTC Markets for the Company’s OTCQB status. Public company expense increased $4,204 for the year ended April 30, 2020. The Company engaged an outside consultant for advisory services during the year ended April 30, 2020 which accounted for the bulk of the increase in public company expense for the year.

Investor relation expense of $13,288 for the year ended April 30, 2020 decreased $6,774 compared to $20,062 for the year ended April 30, 2019 as the Company engaged an investor relations consultant to build awareness in 2019.

Legal fees increased from $9,488 in 2019 to $14,613 in 2020. The increase in legal fees for year ended April 30, 2020 is primarily as the result of non-recurring expenses related to preparation of contracts and documentation for the Longstreet Property Option Agreement Amendment (Note 4 to the Financial Statements contained in Item 8). There are no pending legal issues or contingencies as of April 30, 2020.

General and administrative expense

	For the years ended April 30,
	2020		2019		$ Change			% Change
Auto and travel	$	11,776	$	24,924	$	(13,148	)		(52.8	%)
General administrative and insurance		40,327		36,420		3,907			10.7	%
Management fees and payroll		136,760		52,423		84,337			160.9	%
Office and computer expense		4,236		4,768		(532	)		(11.2	%)
Rent and lease expense		-		1,500		(1,500	)		(100.0	%)
Telephone and utilities		708		945		(237	)		(25.0	%)
Total general and administrative	$	193,807	$	120,980	$	72,827			60.2	%

Total general and administrative expense increased $72,828 to $193,808 compared to 2019 expense of $120,980.

The primary difference was attributable to the increase in management fees and payroll of $84,337 for the year ended April 30, 2020. In September 2019, the Company’s Board of Directors determined certain officers and directors should be compensated for their time and expertise. The Company accrued $109,000 of management fees for certain officers and directors as compensation for services as of April 30, 2020. During the year ended April 30, 2019, certain officers and directors were not compensated for their work.

Auto and travel expense decreased for the fiscal year ending April 30, 2020 by $13,148. Travel is generally related to meetings associated with capital raises and visits to the exploration site by Company management and potential financiers.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The World outbreak of COVID-19 has not, to date, had any material negative effects on the Company and/or its operations.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL	April 30, 2020			April 30, 2019
Current assets	$	46,948		$	463,161
Current liabilities		113,460			19,246
Working capital (deficit)	$	(66,512	)	$	443,915
	For the years ended
CASH FLOWS	April 30, 2020			April 30, 2019
Cash flow used by operating activities	$	(333,899	)	$	(340,110	)
Cash flow used by investing activities		(129,800	)		(52,000	)
Cash flow provided by financing activities		50,000			-
Net increase (decrease) in cash during year	$	(413,699	)	$	(392,110	)

Page 30 of 54

Working capital will be utilized for the Company’s ongoing environmental studies at its Longstreet Project scheduled for the summer of 2019 and general corporate purposes.

The Company utilized $62,000 in cash from Investing Activities to exercise its option on claims agreements and utilized for certain capitalized mineral assets at its Longstreet Project. The Company intends to continue exploration activities at Longstreet upon completion of environmental studies and permitting.

As of April 30, 2020, the Company had cash on hand of $26,617. 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 in order 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 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.

CRITICAL ACCOUNTING POLICIES

The Company has identified certain accounting policies, described below, that are most important to the portrayal of its current financial condition and results of operations. The Company’s significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

Asset Impairments

Significant property acquisition payments for active exploration properties are capitalized. The evaluation of the Company’s mineral properties for impairment is based on market conditions for minerals, underlying mineralized material associated with the properties, and future costs that may be required for ultimate realization through mining operations or by sale. If no mineable ore body is discovered, or market conditions for minerals deteriorate, there is the potential for a material adjustment to the value assigned to mineral properties.

Mineral Interests

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

Page 31 of 54

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements:

Audited financial statements as of April 30, 2020, including:

1.	Report of Independent Registered Public Accounting Firm;	33
2.	Balance Sheets as of April 30, 2020 and 2019;	34
3.	Statements of Operations for the years ended April 30, 2020 and 2019;	35
4.	Statement of Changes in Stockholders’ Equity for the years ended April 30, 2020 and 2019;	36
5.	Statements of Cash Flows for the years ended April 30, 2020 and 2019;	37
6.	Notes to Financial Statements.	38

Page 32 of 54

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Star Gold Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Star Gold Corp. (the “Company”) as of April 30, 2020 and 2019, the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative working capital and accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/DeCoria, Maichel & Teague, P.S./

DeCoria, Maichel & Teague, P.S.

We have served as the Company’s independent auditor since 2011.

Spokane, Washington

July 27, 2020

Page 33 of 54

STAR GOLD CORP.

BALANCE SHEETS

	April 30, 2020			April 30, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	26,617		$	440,316
Other current assets (NOTE 5)		20,331			22,845
TOTAL CURRENT ASSETS		46,948			463,161
EQUIPMENT AND MINING INTEREST, net (NOTE 4)		543,485			467,107
OTHER ASSETS – NON-CURRENT (NOTE 5)		-			2,557
RECLAMATION BOND		89,400			21,600
TOTAL ASSETS	$	679,833		$	954,425
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	24,460		$	19,246
Deferred compensation to officers and directors		89,000			-
TOTAL CURRENT LIABILITIES		113,460			19,246
OTHER LIABILITIES		20,000			-
NOTE PAYABLE, RELATED PARTY		50,000			-
TOTAL LIABILITIES		183,460			19,246
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; 77,394,841 shares issued and outstanding, respectively		77,395			77,395
Additional paid-in capital		11,576,571			11,560,527
Accumulated deficit		(11,157,593	)		(10,702,743	)
TOTAL STOCKHOLDERS’ EQUITY		496,373			935,179
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	679,833		$	954,425

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

Page 34 of 54

STAR GOLD CORP.

STATEMENTS OF OPERATIONS

	For the years ended
	April 30, 2020			April 30, 2019
OPERATING EXPENSE
Mineral exploration expense	$	25,244		$	21,297
Pre-development expense		155,716			119,975
Legal and professional fees		77,855			73,267
Management and administrative		193,807			120,980
Depreciation		1,666			1,665
TOTAL OPERATING EXPENSES		454,288			337,184
LOSS FROM OPERATIONS		(454,288	)		(337,184	)
OTHER INCOME (EXPENSE)
Interest income		760			2,313
Interest expense		(903	)		(833	)
Interest expense, related party		(419	)		-
TOTAL OTHER INCOME (EXPENSE)		(562	)		1,480
NET LOSS BEFORE INCOME TAXES		(454,850	)		(335,704	)
Provision (benefit) for income tax		-			-
NET LOSS	$	(454,850	)	$	(335,704	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Basic and diluted weighted average number shares outstanding		77,394,841			76,923,842

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

Page 35 of 54

STAR GOLD CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended April 30, 2020 and 2019

	Common Stock
	Shares Issued		Par Value $.001 per share		Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Equity
BALANCE, April 30, 2018		76,434,424	$	76,434	$	11,501,613	$	(10,367,039	)	$	1,211,008
Common stock issued at $0.06 per share for accounts payable		960,417		961		56,664		-			57,625
Options issued for mining interest		-		-		2,250		-			2,250
Net loss		-		-		-		(335,704	)		(335,704	)
BALANCE, April 30, 2019		77,394,841	$	77,395	$	11,560,527	$	(10,702,743	)	$	935,179
Options issued for mining interest		-		-		16,044		-			16,044
Net loss		-		-		-		(454,850	)		(454,850	)
BALANCE, April 30, 2020		77,394,841	$	77,395	$	11,576,571	$	(11,157,593	)	$	496,373

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

Page 36 of 54

STAR GOLD CORP.

STATEMENTS OF CASH FLOWS

	For the years ended
	April 30, 2020			April 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(454,850	)	$	(335,704	)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation		1,666			1,665
Changes in operating assets and liabilities:
Other current assets		2,514			(209	)
Other assets		2,557			13,178
Accounts payable and accrued liabilities		5,214			(19,040	)
Deferred compensation to officers and directors		89,000			-
Other liabilities		20,000			-
Net cash used by operating activities		(333,899	)		(340,110	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for equipment and mining interest		(62,000	)		(52,000	)
Payments for collateral on reclamation bonds		(67,800	)		-
Net cash used by investing activities		(129,800	)		(52,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party		50,000			-
Net cash provided by financing activities		50,000			-
Net decrease in cash and cash equivalents		(413,699	)		(392,110	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		440,316			832,426
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	26,617		$	440,316
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid in cash	$	903		$	833
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for accounts payable	$	-		$	57,625
Options issued for mining interest		16,044			2,250

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

Page 37 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

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. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception.  As of April 30, 2020, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows.  As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $11,157,593 and, at April 30, 2020, the Company’s working capital deficit was $66,512.  These factors raise substantial doubt about its ability to continue as a going concern. Individuals to whom deferred compensation has accrued have agreed to forego payment until sufficient cash is available for payment of the liability (Note 7). On March 10 and June 25, 2020, respectively, the Company’s Chairman of the Board of Directors loaned the Company $50,000 and $30,000, respectively, which provides the Company liquidity to meet short-term financial obligations (Note 7).   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.

Page 38 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

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 April 30, 2020.

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 April 30, 2020 and April 30, 2019, the Company had no assets or liabilities accounted for at fair value on a recurring or nonrecurring 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 on the basis of periodic estimates of ore reserves. Mining interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

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.

Page 39 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

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.

Stock-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 2019 financial statements in order to conform to the 2020 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

New Accounting Pronouncements

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 became effective for the Company on May 1, 2019. Adoption of this update on May 1, 2019 had no impact on the Company’s financial statement.

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact of this update on fair value measurement disclosures.

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 consolidated 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.

Page 40 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

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 April 30, 2020 and 2019, that could have a dilutive effect are as follows:

	April 30, 2020		April 30, 2019
Stock options		7,145,000		6,645,000
Warrants		29,039,849		30,654,249
TOTAL POSSIBLE DILUTIVE SHARES		36,184,849		37,299,249

For the years ended April 30, 2020 and 2019, respectively, the effect of the Company’s outstanding stock options and warrants would have been anti-dilutive and so are excluded in the diluted EPS.

NOTE 4 – EQUIPMENT AND MINING INTEREST

The following is a summary of the Company’s equipment and mining interest at April 30, 2020 and 2019.

	April 30, 2020			April 30, 2019
Equipment	$	4,995		$	32,002
Less accumulated depreciation		(3,677	)		(29,019	)
Equipment, net of accumulated depreciation		1,318			2,983
Mining interest - Longstreet		542,167			464,124
TOTAL EQUIPMENT AND MINING INTEREST	$	543,485		$	467,107

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 leases, 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 December 4, 2018, the Company amended the Longstreet Agreement to change the due date of certain expenditures required by that agreement (the “2018 Amendment”). The 2018 Amendment extended the due date of the 2019 expenditures from January 16, 2019 to August 31, 2019 and also extended the due date of the 2020 expenditures from January 16, 2020 to August 31, 2020. No other provisions of the Longstreet Agreement, as previously amended, were affected by the 2018 Amendment.

On August 12, 2019, the Company and Great Basin agreed to amend the Longstreet Agreement (the “2019 Amendment”) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Longstreet Property pursuant to that agreement. The 2019 Amendment eliminated the remainder of the required property expenditures. The 2019 Amendment sets forth Great Basin to transfer title of the Longstreet Property to the Company upon the Company:

a) Adjusting the exercise price to $0.04 on 435,000 existing options to purchase Company common stock from exercise prices ranging from $0.05 to $0.08 per share;

b) issuing an additional 500,000 options to purchase Company common stock at the exercise price of $0.04;

c) making a cash payment of $50,000 to Great Basin (paid on August 19, 2019) and

d) entering into a consulting agreement with Great Basin with a term of eighteen months.

Page 41 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

On August 12, 2019, the Company repriced 435,000 existing options to purchase the Company’s common stock to an exercise price of $0.04 and issued an additional 500,000 options to purchase the Company’s common stock at an exercise price of $0.04. The fair value of the re-pricing and issuance of additional stock options was $16,044 which was capitalized as “Mining Interest”.

On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of eighteen months (the (“Consulting Agreement”). Under the Consulting Agreement, the Company will pay Great Basin $7,500 per month for the term of the Consulting Agreement. The Company paid Great Basin $60,000 for the year ended April 30, 2020. The payments to Great Basin are included in “Pre-development expense” on the statement of operations. As of April 30, 2020, the remaining commitment to Great Basin is ten monthly installments of $7,500 each for a total of $75,000.

The 2019 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.

No other provisions of the Longstreet Agreement, as previously amended, were affected by the 2019 Amendment.

In addition, the Company is obligated, pursuant to the Longstreet Agreement, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the year ended April 30, 2020 and 2019, respectively, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property.

On September 20, 2019, the Company paid $67,800 to the United States 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 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 initial $20,000 payment was deferred and was being amortized on a straight-line basis over the three-year option period ending December 31, 2019.

On December 31, 2019, the Company exercised its first option to extend the Stone Cabin Water Rights agreement for an additional twelve months and made a $20,000 payment. The $20,000 payment was deferred as “Other Currents Assets” and is being amortized on a straight-line basis over the subsequent one-year option period. The Company retains the right to exercise two additional options to extend the Stone Cabin Water Rights Agreement, upon annual payments of $20,000 each.

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 $25,000 payment has been deferred and is being amortized on a straight-line basis over the three-year option period.

The following is a summary of the Company’s Other Assets at April 30, 2020 and 2019.

	April 30, 2020			April 30, 2019
Option on water rights lease agreements, net	$	15,927		$	15,735
Prepaid insurance and other expenses		2,488			9,667
Other receivables		1,916			-
Total		20,331			25,402
Less Other Assets - Current		(20,331	)		(22,845	)
TOTAL OTHER ASSETS - NON-CURRENT	$	-		$	2,557

Page 42 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

NOTE 6 – INCOME TAXES

There was no income tax provision (benefit) for the years ended April 30, 2020 and 2019. The components of the Company’s net deferred tax assets are as follows: 

	April 30, 2020			April 30, 2019
Deferred tax asset
Net operating loss carryforward	$	1,599,800		$	1,438,800
Stock-based compensation		200,200			200,200
Equipment and mining interests		251,700			296,600
Other		2,500			2,900
Total deferred tax assets		2,054,200			1,938,500
Valuation allowance		(2,054,200	)		(1,938,500	)
NET DEFERRED TAX ASSETS	$	-		$	-

Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to 100% of the deferred tax assets has been recorded at April 30, 2020 and 2019.

A reconciliation between the statutory federal income tax rate and the Company’s tax provision (benefit) is as follows:

	April 30, 2020					April 30, 2019
Amount computed using the statutory rate	$	(95,500	)	(21	%)	$	(70,500	)	(21	%)
Effect of state taxes		(24,900	)	(5	%)		(18,400	)	(6	%)
Other		4,700		1	%		1,400		-
Change in valuation allowance		115,700		(26	%)		87,500		(26	%)
TOTAL INCOME TAX PROVISION (BENEFIT)	$	-		-	%	$	-		-	%

At April 30, 2020, the Company had federal and state net operating loss carry forwards of approximately $6,000,000, $4,845,000 of which expires between 2013 and 2037.  The remaining balance of approximately $1,155,000 will never expire but its utilization is limited to 80% of taxable income in any future year.

The Company has no tax position at April 30, 2020 and 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2020 and 2019. The Company’s federal income tax returns for fiscal years 2018 through 2020 remain open and subject to examination.

Page 43 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company rented office space from Marlin Property Management, LLC (“Marlin”) an entity owned by the spouse of the Company’s former President and current Chairman of the Board of Directors. The lease was on a month-to-month basis as financial resources were available. The Company terminated the lease effective November 1, 2018. For the year ended April 30, 2020 and 2019, office rent was $Nil and $1,500, respectively. No rent was incurred under this agreement during the year ended April 30, 2020.

During the year ended April 30, 2020, the Company paid a member of the Company’s Board of Directors (the “Board”) for consulting and investor relation services in the amount of $8,000 which was charged to “Management and administrative” expense on the Statement of Operations There was no expense for such services during the year ended April 30, 2019.

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 respective members of the Board, and the Company’s Chief Financial Officer. Under the resolution, in the event of a change of control or sale of substantially all of the Company’s assets, these individuals shall collectively be granted bonuses equal to an aggregate two per cent (2%) of the value of the change of control or sale. During the year ended April 30, 2020, the Company incurred management and administrative expenses of $108,000 associated with the accrual and made $19,000 of payments. These individuals have agreed to defer payment of the remaining balance due until sufficient cash is available.

On March 10, 2020, the Company entered into a promissory note with the Company’s Chairman of the Board of Directors in the amount of $50,000.  The note matures on March 10, 2022 and accrues interest at 6% per annum. For the year ended April 30, interest expense, related party on the promissory note was $419. Accrued interest payable to the related party of $419 is accrued in Accounts Payable and Accrued Liabilities on the balance sheet at April 30, 2020.

NOTE 8 – STOCKHOLDERS’ EQUITY

On October 26, 2018, the Company issued 960,417 shares of its common stock in lieu of cash payment for accounts payable. The value of the shares issued was $57,625, based on a price of $0.06 per share which was the fair value on the date of issuance. No shares of common stock have been issued during the year ended April 30, 2020.

NOTE 9 – WARRANTS

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, 2018 and April 30, 2019		30,654,249		$	0.16
Expired		(1,614,400	)		0.23
Balance outstanding at April 30, 2020		29,039,849		$	0.16

The composition of the Company’s warrants outstanding at April 30, 2020 is as follows:

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 12, 2015	October 12, 2020		4,241,000		0.20		0.45
October 12, 2016	October 12, 2021		14,000,000		0.15		1.45
October 31, 2017	October 31, 2020		10,798,849		0.15		0.50
			29,039,849	$	0.16		0.95

Page 44 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

NOTE 10 – 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.

For the year ended April 30, 2020, there were 500,000 options issued for mining interest at the exercise price of $0.04 per share that expire August 31, 2024. During the year ended April 30, 2020, in accordance with the 2019 Amendment to the Longstreet Agreement (see Note 4), the Company repriced 435,000 existing options to purchase Company common stock, to the exercise price of $0.04 per share, from exercise prices ranging from $0.05 to $0.80. The repriced options expiration date was extended to August 31, 2024. The fair value of the issuance and repricing was $16,044.

On January 16, 2019, the Company issued 45,000 stock options for mining interests with fair value of $2,250.

Options outstanding for mining interest totaled 435,000 at April 30, 2019 and 935,000 options at April 30, 2020 and are fully vested. As of April 30, 2020, the remaining weighted average term of the option grants for mining interest was 4.24 years. As of April 30, 2020, 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 Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The Stock Option Plan has a fixed maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically increases as the total number of shares outstanding increase. The number of shares subject to the Stock Option Plan and any outstanding awards will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company’s assets.

The Stock Option plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2020 and 2019, respectively, there was no unrecognized compensation cost related to stock-based options and awards. No options were issued under the 2011 Plan during the year ended April 30, 2020 and 2019, respectively.

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of April 30, 2020:

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term
October 18, 2016		4,810,000	$	0.06		1.47
April 30, 2018		1,400,000		0.065		3.00
Total options		6,210,000	$	0.06		1.81

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	October 18, 2021 to April 30, 2023		6,210,000		0.06
Outstanding and exercisable at April 30, 2020			7,145,000	$	0.06

The aggregate intrinsic value of all options vested and exercisable at April 30, 2020, was $47,425 based on the Company’s closing price of $0.065 per common share at April 30, 2020. The Company’s current policy is to issue new shares to satisfy option exercises.

Page 45 of 54

STAR GOLD CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2020

NOTE 11 – SUBSEQUENT EVENT

On June 27, 2020, the Company entered into a promissory note with the Company’s Chairman of the Board of Directors in the amount of $30,000.  The note matures on June 27, 2022 and accrues interest at 6% per annum.

On June 8, 2020, Star Gold Corp. (“Star Gold” or 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 $.045 per share.

During the period beginning on June 8, 2020 and ending at 5:00 pm PDT on August 31, 2020, each outstanding Warrant to purchase Star Gold Common Stock may be exercised, in whole or in part, at the per share price of $.045 per share regardless of the Exercise Price set forth in the Warrant being exercised.

After 5:00 pm PDT on August 31, 2020 each remaining outstanding and unexercised Common Stock Warrant will then revert back to its original Exercise Price as set forth in each respective Warrant.

On July 6, 2020, the Company issued 816,000 shares of its common stock upon exercise of warrants at $0.045 per share by an accredited investor for cash proceeds of $36,720.

Page 46 of 54

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

For the years ended April 30, 2020 and 2019 there were no disagreements with our auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the years ended April 30, 2020 and 2019, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of April 30, 2020, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of April 30, 2020, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

Management’s Remediation Initiatives.

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company

Management is currently evaluating avenues for mitigating the Company’s internal controls weaknesses but mitigating controls that are practical and cost effective may not be found based on the size, structure, and future existence of the organization. Since the Company has not generated any significant revenues, the Company is limited in its options for remediation efforts.

Page 47 of 54

Management, within the confines of its budgetary resources, will engage its outside accounting firm to assist with an assessment of the Company’s internal controls over financial reporting during the fiscal year ending April 30, 2021.

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company’s executive officers and directors and their age and titles are as follows:

Name	Age	Position
Lindsay Gorrill	58	Chairman of the Board
David Segelov	53	President and Director
Kelly Stopher	57	Chief Financial Officer and Corporate Secretary/Treasurer
Paul Coombs	48	Director
Thomas Power	57	Director
Ronald D. Nilson	66	Director

Set forth below is a brief description of the background and business experience of the Company’s officers and directors:

Lindsay E. Gorrill – Chairman

Mr. Lindsay Gorrill is a Chartered Accountant and has university degrees in Finance and Marketing. Mr. Gorrill has a background in acquisitions, company building, financial markets and world exposure. Mr. Gorrill has served as a member of the Company’s Board of Directors since July 2007. Mr. Gorrill currently serves as the Company’s Chairman of the Board and has in the past served as the Company’s President and Treasurer. Between July 2007 and October 2015, Mr. Gorrill previously served on the Board of Directors of JayHawk Energy, Inc. which was quoted via the OTC Markets, and also in the past served as JayHawk Energy, Inc.’s Chairman, President, Chief Executive Officer and Chief Financial Officer. Mr. Gorrill has also previously served as a member of the Board of Directors of Latera Ventures Corp, a company quoted via the OTC Markets. He has served in the past, as President, Chief Operating Officer and as a member of the Board of Directors of Berkley Renewables Inc., a company listed on the TSX Venture Exchange.

David Segelov – President and Director

Mr David Segelov is a Chartered Financial Analyst (CFA) and has a Masters of Business Administration from Columbia University in New York and also holds a law degree from Sydney University. He is the sole partner of Reverse Swing Capital (“Reverse Swing”) which is a financial consulting firm.  Reverse Swing provides financial analysis of investments and ideas for hedge funds in New York with a primary focus on resource companies (with an expertise in gold investments) in the USA, Australia and Canada. Prior to Reverse Swing Capital, he was analyst at various hedge funds including Para Partners in New York for five years. He holds no executive or management positions with any other public company.  From August 2015 till December 2017, Mr. Segelov held the position of CFO of Driver Digital Holdings, Inc., a privately held children’s media company based in New York City. Mr. Segelov has been a Director of Star Gold Corp. since December 2011 and has in the past served as the Company’s Chief Executive Officer.

Page 48 of 54

Kelly J. Stopher – Chief Financial Officer and Corporate Secretary/Treasurer

Mr. Kelly Stopher was appointed Chief Financial Officer of the Company on October 20, 2010. Mr. Stopher has 29 years experience in accounting and finance. Mr. Stopher is the Managing Partner of Palouse Advisory Partners, providing Chief Financial Officer services to clients. Mr. Stopher has developed strategies to implement financial management systems, internal control policies and procedures, and financial reporting and modeling for small-cap companies. Mr. Stopher served as Chief Financial Officer and interim President/ Chief Executive Officer for JayHawk Energy, Inc., a company quoted via the OTC Markets. Mr. Stopher also served on the Board of Directors of Jayhawk Energy, Inc. Mr. Stopher holds a Bachelors degree from Washington State University in Business Administration - Accounting.

Paul Coombs – Director

Mr. Coombs has over fifteen years of experience in the exploration and development of gold mining properties in North America, Europe and Africa. Mr. Coombs structured and supervised the financial operations for Falconbridge Ltd, Noranda Inc. and Xstrata PLC’s North American gold production. At the height of his responsibility, Mr. Coombs managed responsibilities of hedging, selling and refining of more than 1 million ounces of gold annually. More recently, he was CFO of the Canadian company Canada Fluorspar Inc., which was previously listed on the TSX Venture Exchange. Mr. Coombs has served as a Director of Star Gold Corp. since September 2014.

Additionally, Mr. Coombs has worked extensively in West Africa developing producing gold mines for Endeavour Mining in Burkina Faso and exploration projects in Mali, Ghana and Cote d’Ivoire. Mr. Coombs completed his undergraduate work at Memorial University in St. John’s, Newfoundland, Canada earning a Bachelor of Commerce, followed by both C.M.A. and C.G.A designations. After working for Falconbridge for several years Mr. Coombs completed his MBA at Laurentian University in Sudbury, Ontario, Canada.

Ronald D. Nilson – Director

Mr. Nilson is the President and CEO of Ground Force Worldwide (“Ground Force”) based in Post Falls, Idaho. Mr. Nilson has run Ground Force since 2000. Ground Force is an engineering and manufacturing company, specializing in mining equipment. Ground Force designs, engineers and manufactures specialized equipment to be used in open pit and underground mines around the world. It is a company with global reach - operating three factories in north Idaho and factories in Newcastle, England and in Lima, Peru. Ground Force is licensed by Caterpillar Inc. as an OEM Manufacturer and continues to build many of its products based on Caterpillars’ chassis. Mr. Nilson has served as a Director of Star Gold since February 2014.

Thomas Power – Director

Mr. Power is President and CEO of Sunshine Minting, Inc. He also is Chairman of the Board of Sunshine Minting International (Shanghai) Co. Ltd which is a joint venture between Sunshine Minting, Inc. and Shanghai JinYuan Culture Development Co. Ltd., for the production of precious metal blanks and products in Shanghai, China.

Mr. Power has over 26 years of experience in the precious metals and minting fields. He began his career in this field with Johnson Matthey Ltd., the Canadian division of Johnson Matthey PLC based in the United Kingdom. During his tenure with Johnson Matthey, Mr. Power held several key management positions in both Operations and Sales. Mr. Power has served as a Director of Star Gold since March 2015.

TERM OF OFFICE

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of its stockholders or until a replacement is duly elected or until removed from office in accordance with the Company’s Bylaws. The Company’s officers are appointed by the Board of Directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

The Company has no employees.

Page 49 of 54

AUDIT COMMITTEE

Star Gold Corp. is not a listed issuer and as such the Company’s Board of Directors is not required to maintain a separately designated standing audit committee. However, the Company has voluntarily chosen to establish an audit-committee that consists of directors Lindsay E. Gorrill and Paul Coombs. Although neither member of the audit committee is independent both have the requisite educational and professional background to be considered as financial experts.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of the Company’s equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based on the Company’s review it believes that all required reports of Reporting Persons were filed for the year ended April 30, 2020.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by the Company’s named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-X during the fiscal year ended April 30, 2020:

											Non-Qualified
									Non-Equity		Deferred
					Stock		Option		Incentive Plan		Compensation		All other
	Salary		Bonus (a)		Awards		Awards		Compensation		Earnings		compensation			Total
	($)		($)		($)		($)		($)		($)		($)			($)
Lindsay Gorrill, Chairman
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
2019		-		-		-		-		-		-		-			-
2018		-		-		-		22,731		-		-		-			22,731
David Segelov, President and director
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
2019		-		-		-		-		-		-		-			-
2018		-		-		-		22,731		-		-		-			22,731
Kelly Stopher, Chief Financial Officer
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	30,000	(a)	$	30,000
2019		-		-		-		-		-		-		30,000	(a)		30,000
2018		-		-		-		12,989		-		-		30,000	(a)		42,989
Ronald Nilson, Director
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
2019		-		-		-		-		-		-		-			-
2018		-		-		-		9,742		-		-		-			9,742
Paul Coombs, Director
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	12,000		$	12,000
2019		-		-		-		-		-		-		-			-
2018		-		-		-		9,742		-		-		-			9,742
Thomas Power, Director
2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
2019		-		-		-		-		-		-		-			-
2018		-		-		-		9,742		-		-		-			9,742

(a) Mr. Stopher provides all services typical of an accounting department for a small company. Mr. Stopher’s firm, Palouse Advisory Partners, LLC, is an independent contractor, with business management and consulting interests with other companies that are independent of the consulting agreement he currently has in place with the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

As of April 30, 2020, the Company did not have any outstanding equity awards.

EMPLOYMENT CONTRACTS

None.

Page 50 of 54

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

The Company has adopted its 2011 Stock Option/Restricted Stock Plan. See Note 10 to the Financial Statements in Item 8 for a discussion on the 2011 Plan and issuances of options pursuant to the 2011 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of July 5, 2020 by: (i) each person (including any group) known to it to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company’s directors, (iii) each of the Company’s named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Common Stock
DIRECTORS AND EXECUTIVE OFFICERS
Common stock	Lindsay Gorrill Coeur d’Alene, ID (Chairman)		26,450,222	(1) (2)		30.9	% (3)
Common stock	David Segelov Bergenfeld, NJ (President and Director)		2,059,648			2.6	% (6)
Common stock	Kelly Stopher Spokane, WA (Chief Financial Officer)		1,565,081			2.0	% (7)
Common stock	Ronald D. Nilson Post Falls, ID (Director)		3,125,000			4.0	% (8)
Common stock	Paul Coombs St. John’s, Newfoundland, Canada (Director)		3,576,216			4.6	% (9)
Common stock	Thomas Power Hayden, ID (Director)		6,450,000			8.1	% (10)
Common stock	All Directors and Officers as a Group		43,226,167			46.1	% (11)

⁽¹⁾ Includes 18,316,222 common shares held directly by Chairman of the Board of Directors (Direct ownership) of which 3,441,779 common shares are held by the spouse of the Chairman of the Board of Directors

⁽²⁾ Gorrill: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 26,450,222 divided by (77,394,841 + 5,984,000 + 2,150,000) = 30.9%

⁽³⁾ Segelov: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 2,059,648 divided by (77,394,841 + 300,000+ 1,250,000) = 2.6%

⁽⁴⁾ Stopher: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 1,565,081 divided by (77,394,841 + 0 + 960,000) = 2.0%

⁽⁵⁾ Nilson: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 3,125,000 divided by (77,394,841 + 1,000,000 + 525,000) = 4.0%

⁽⁶⁾ Coombs: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 3,576,216 divided by (77,394,841 + 1,050,000 + 625,000) = 4.5%

⁽⁷⁾ Power: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 6,450,000 divided by (77,394,841 + 2,000,000 + 525,000) = 8.1%

⁽⁸⁾ All officers and directors: Shares Beneficially owned divided by (Current common shares outstanding + Warrants owned + Options owned) = 43,226,167 divided by (77,394,841 + 10,334,000 + 6,035,000) = 46.1%

Page 51 of 54

5% STOCKHOLDERS		Amount and Nature of Beneficial Ownership		Percentage of Common Stock
Common stock	Lindsay Gorrill, Coeur d’Alene, ID		26,420,222		30.9	%
Common stock	Thomas Power, Hayden, ID		6,450,000		8.1	%
Common stock	Joshua H. Landes, New York, NY		5,991,933		7.5	%

Notes: Based on 77,394,841 shares of the Company’s common stock issued and outstanding as of July 5, 2020, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2020.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described elsewhere in this report on Form 10-K, none of the following parties has, since the Company’s date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

i. Any of the Company’s directors or officers;

ii. Any person proposed as a nominee for election as a director;

iii. Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company’s outstanding shares of common stock;

iv. Any of the Company’s promoters; and

v. Any relative or spouse of any of the foregoing persons who has the same house as such person.

Director Independence

Quotations for the Company’s common stock are entered via the OTC Markets inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed fiscal years ended April 30, 2020 and 2019, for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included the Company’s Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	For the years ended April 30,
	2020		2020
Audit fees	$	24,000	$	24,000
Tax fees		4,288		2,255
All other fees		-		-
Total audit fees	$	28,288	$	26,255

Page 52 of 54

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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)
14.1	Code of Ethics. (2)
99.1	Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.
99.1	Amendment to Longstreet Property Option Agreement dated December 10, 2014 between Minquest, Inc. and Star Gold Corp.
99.1	Amendment to Longstreet Property Option Agreement dated January 5, 2016 between Minquest, Inc. and Star Gold Corp.
99.1	Option and Lease of Water Rights Agreement dated January 19, 2017 between Stone Cabin Company, LLC and Star Gold Corp.
99.1	Option and Lease of Water Rights Agreement dated August 21, 2017 between High Test Hay, LLC and Star Gold Corp.
10.5	2019 Amendment to Longstreet Property Option Agreement
99.2	Shareholder Letter January 23, 2017
99.2	Shareholder Letter March 20, 2018
99.2	Longstreet Property Press Release August 14, 2019
99.2	Shareholder Letter September 10, 2019
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(2)	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation
(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.
(*)	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 53 of 54

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			STAR GOLD CORP.
Date:	July 27, 2020		/s/ DAVID SEGELOV
		By:	David Segelov
			President and Director
			(Principal Executive Officer)
Date:	July 27, 2020		/s/ KELLY J. STOPHER
		By:	Kelly J. Stopher
			Chief Financial Officer and Corporate Secretary/Treasurer
			(Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	July 27, 2020	By:	/s/ LINDSAY E. GORRILL
			Lindsay E. Gorrill
			Director
Date:	July 27, 2020		/s/ DAVID SEGELOV
		By:	David Segelov
			Director
Date:	July 27, 2020		/s/ THOMAS J. POWER
		By:	Thomas J. Power
			Director
Date:	July 27, 2020		ABSENT
		By:	Ronald D. Nilson
			Director
Date:	July 27, 2020		/s/ PAUL B. COOMBS
		By:	Paul B Coombs
			Director

Page 54 of 54

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 annual report on Form 10-K 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: July 27, 2020

/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 annual report on Form 10-K 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: July 27, 2020

/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 Annual Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-K for the year ending April 30, 2020, 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

July 27, 2020

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 Annual Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-K for the year ending April 30, 2020, 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

July 27, 2020

XML

Document and Entity Information - USD ($)	12 Months Ended
	Apr. 30, 2020	Jul. 27, 2020	Oct. 31, 2019
Document And Entity Information
Entity Registrant Name	STAR GOLD CORP.
Entity Central Index Key	0001401835
Document Type	10-K
Document Period End Date	Apr. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	000-52711
Entity Public Float			$ 1,768,819
Entity Common Stock, Shares Outstanding		78,210,841
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

XML

BALANCE SHEETS - USD ($)	Apr. 30, 2020	Apr. 30, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 26,617	$ 440,316
Other current assets (NOTE 5)	20,331	22,845
TOTAL CURRENT ASSETS	46,948	463,161
EQUIPMENT AND MINING INTEREST, net (NOTE 4)	543,485	467,107
OTHER ASSETS - NON-CURRENT (NOTE 5)	0	2,557
RECLAMATION BOND	89,400	21,600
TOTAL ASSETS	679,833	954,425
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	24,460	19,246
Deferred compensation to officers and directors	89,000	0
TOTAL CURRENT LIABILITIES	113,460	19,246
OTHER LIABILITIES	20,000	0
NOTE PAYABLE, RELATED PARTY	50,000	0
TOTAL LIABILITIES	183,460	19,246
COMMITMENTS AND CONTINGENCIES (NOTE 4)
STOCKHOLDERS' EQUITY
Preferred Stock, par value; 10,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, $.001 par value; 300,000,000 shares authorized; 77,394,841 shares issued and outstanding, respectively	77,395	77,395
Additional paid-in capital	11,576,571	11,560,527
Accumulated deficit	(11,157,593)	(10,702,743)
TOTAL STOCKHOLDERS' EQUITY	496,373	935,179
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 679,833	$ 954,425

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BALANCE SHEETS (Parenthetical) - $ / shares	Apr. 30, 2020	Apr. 30, 2019
Statement of Financial Position [Abstract]
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	77,394,841	77,394,841
Common stock, shares outstanding	77,394,841	77,394,841

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STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
OPERATING EXPENSE
Mineral exploration expense	$ 25,244	$ 21,297
Pre-development expense	155,716	119,975
Legal and professional fees	77,855	73,267
Management and administrative	193,807	120,980
Depreciation	1,666	1,665
TOTAL OPERATING EXPENSES	454,288	337,184
LOSS FROM OPERATIONS	(454,288)	(337,184)
OTHER INCOME (EXPENSE)
Interest income	760	2,313
Interest expense	(903)	(833)
Interest expense, related party	(419)	0
TOTAL OTHER INCOME (EXPENSE)	(562)	1,480
NET LOSS BEFORE INCOME TAXES	(454,850)	(335,704)
Provision (benefit) for income tax	0	0
NET LOSS	$ (454,850)	$ (335,704)
Basic and diluted loss per share	$ (0.01)	$ (0.00)
Basic and diluted weighted average number shares outstanding	77,394,841	76,923,842

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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance, shares at Apr. 30, 2018	76,434,424
Beginning balance, amount at Apr. 30, 2018	$ 76,434	$ 11,501,613	$ (10,367,039)	$ 1,211,008
Common stock issued for accounts payable, shares	960,417
Common stock issued for accounts payable, amount	$ 961	56,664		57,625
Options issued for mining interest		2,250		2,250
Net loss			(335,704)	(335,704)
Ending balance, shares at Apr. 30, 2019	77,394,841
Ending balance, amount at Apr. 30, 2019	$ 77,395	11,560,527	(10,702,743)	935,179
Common stock issued for accounts payable, amount				0
Options issued for mining interest		16,044		16,044
Net loss			(454,850)	(454,850)
Ending balance, shares at Apr. 30, 2020	77,394,841
Ending balance, amount at Apr. 30, 2020	$ 77,395	$ 11,157,593	$ (11,157,593)	$ 496,373

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STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (454,850)	$ (335,704)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	1,666	1,665
Changes in operating assets and liabilities:
Other current assets	2,514	(209)
Other assets	2,557	13,178
Accounts payable and accrued liabilities	5,214	(19,040)
Deferred compensation to officers and directors	89,000	0
Other liabilities	20,000	0
Net cash used by operating activities	(333,899)	(340,110)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for equipment and mining interest	(62,000)	(52,000)
Payments for collateral on reclamation bonds	(67,800)	0
Net cash used in investing activities	(129,800)	(52,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party	50,000	0
Net cash provided by financing activities	50,000	0
Net increase (decrease) in cash and cash equivalents	(413,699)	(392,110)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	440,316	832,426
CASH AND CASH EQUIVALENTS AT END OF YEAR	26,617	440,316
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid in cash	903	833
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for accounts payable	0	57,625
Options issued for mining interest	$ 16,044	$ 2,250

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NOTE 1 - NATURE OF OPERATIONS

12 Months Ended

Apr. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Apr. 30, 2020

Accounting Policies [Abstract]

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. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception.  As of April 30, 2020, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows.  As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $11,157,593 and, at April 30, 2020, the Company’s working capital deficit was $66,512.  These factors raise substantial doubt about its ability to continue as a going concern. Individuals to whom deferred compensation has accrued have agreed to forego payment until sufficient cash is available for payment of the liability (Note 7). On March 10 and June 25, 2020, respectively, the Company’s Chairman of the Board of Directors loaned the Company $50,000 and $30,000, respectively, which provides the Company liquidity to meet short-term financial obligations (Note 7).   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 April 30, 2020.

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 April 30, 2020 and April 30, 2019, the Company had no assets or liabilities accounted for at fair value on a recurring or nonrecurring 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 on the basis of periodic estimates of ore reserves. Mining interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

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.

Stock-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 2019 financial statements in order to conform to the 2020 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

New Accounting Pronouncements

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 became effective for the Company on May 1, 2019. Adoption of this update on May 1, 2019 had no impact on the Company’s financial statement.

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact of this update on fair value measurement disclosures.

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 consolidated 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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NOTE 3 - EARNINGS PER SHARE

12 Months Ended

Apr. 30, 2020

Earnings Per Share [Abstract]

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 April 30, 2020 and 2019, that could have a dilutive effect are as follows:

	April 30, 2020		April 30, 2019
Stock options		7,145,000		6,645,000
Warrants		29,039,849		30,654,249
TOTAL POSSIBLE DILUTIVE SHARES		36,184,849		37,299,249

For the years ended April 30, 2020 and 2019, respectively, the effect of the Company’s outstanding stock options and warrants would have been anti-dilutive and so are excluded in the diluted EPS.

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NOTE 4 - EQUIPMENT AND MINING INTEREST

12 Months Ended

Apr. 30, 2020

Property, Plant and Equipment [Abstract]

EQUIPMENT AND MINING INTEREST

The following is a summary of the Company’s equipment and mining interest at April 30, 2020 and 2019.

	April 30, 2020			April 30, 2019
Equipment	$	4,995		$	32,002
Less accumulated depreciation		(3,677	)		(29,019	)
Equipment, net of accumulated depreciation		1,318			2,983
Mining interest - Longstreet		542,167			464,124
TOTAL EQUIPMENT AND MINING INTEREST	$	543,485		$	467,107

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 leases, 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 December 4, 2018, the Company amended the Longstreet Agreement to change the due date of certain expenditures required by that agreement (the “2018 Amendment”). The 2018 Amendment extended the due date of the 2019 expenditures from January 16, 2019 to August 31, 2019 and also extended the due date of the 2020 expenditures from January 16, 2020 to August 31, 2020. No other provisions of the Longstreet Agreement, as previously amended, were affected by the 2018 Amendment.

On August 12, 2019, the Company and Great Basin agreed to amend the Longstreet Agreement (the “2019 Amendment”) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Longstreet Property pursuant to that agreement. The 2019 Amendment eliminated the remainder of the required property expenditures. The 2019 Amendment sets forth Great Basin to transfer title of the Longstreet Property to the Company upon the Company:

a) Adjusting the exercise price to $0.04 on 435,000 existing options to purchase Company common stock from exercise prices ranging from $0.05 to $0.08 per share;

b) issuing an additional 500,000 options to purchase Company common stock at the exercise price of $0.04;

c) making a cash payment of $50,000 to Great Basin (paid on August 19, 2019) and

d) entering into a consulting agreement with Great Basin with a term of eighteen months.

On August 12, 2019, the Company repriced 435,000 existing options to purchase the Company’s common stock to an exercise price of $0.04 and issued an additional 500,000 options to purchase the Company’s common stock at an exercise price of $0.04. The fair value of the re-pricing and issuance of additional stock options was $16,044 which was capitalized as “Mining Interest”.

On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of eighteen months (the (“Consulting Agreement”). Under the Consulting Agreement, the Company will pay Great Basin $7,500 per month for the term of the Consulting Agreement. The Company paid Great Basin $60,000 for the year ended April 30, 2020. The payments to Great Basin are included in “Pre-development expense” on the statement of operations. As of April 30, 2020, the remaining commitment to Great Basin is ten monthly installments of $7,500 each for a total of $75,000.

The 2019 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.

No other provisions of the Longstreet Agreement, as previously amended, were affected by the 2019 Amendment.

In addition, the Company is obligated, pursuant to the Longstreet Agreement, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the year ended April 30, 2020 and 2019, respectively, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet Property.

On September 20, 2019, the Company paid $67,800 to the United States 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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NOTE 5 - OTHER ASSETS

12 Months Ended

Apr. 30, 2020

Other Assets [Abstract]

OTHER 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 initial $20,000 payment was deferred and was being amortized on a straight-line basis over the three-year option period ending December 31, 2019.

On December 31, 2019, the Company exercised its first option to extend the Stone Cabin Water Rights agreement for an additional twelve months and made a $20,000 payment. The $20,000 payment was deferred as “Other Currents Assets” and is being amortized on a straight-line basis over the subsequent one-year option period. The Company retains the right to exercise two additional options to extend the Stone Cabin Water Rights Agreement, upon annual payments of $20,000 each.

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 $25,000 payment has been deferred and is being amortized on a straight-line basis over the three-year option period.

The following is a summary of the Company’s Other Assets at April 30, 2020 and 2019.

	April 30, 2020			April 30, 2019
Option on water rights lease agreements, net	$	15,927		$	15,735
Prepaid insurance and other expenses		2,488			9,667
Other receivables		1,916			-
Total		20,331			25,402
Less Other Assets - Current		(20,331	)		(22,845	)
TOTAL OTHER ASSETS - NON-CURRENT	$	-		$	2,557

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NOTE 6 - INCOME TAXES

12 Months Ended

Apr. 30, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

There was no income tax provision (benefit) for the years ended April 30, 2020 and 2019. The components of the Company’s net deferred tax assets are as follows: 

	April 30, 2020			April 30, 2019
Deferred tax asset
Net operating loss carryforward	$	1,599,800		$	1,438,800
Stock-based compensation		200,200			200,200
Equipment and mining interests		251,700			296,600
Other		2,500			2,900
Total deferred tax assets		2,054,200			1,938,500
Valuation allowance		(2,054,200	)		(1,938,500	)
NET DEFERRED TAX ASSETS	$	-		$	-

Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to 100% of the deferred tax assets has been recorded at April 30, 2020 and 2019.

A reconciliation between the statutory federal income tax rate and the Company’s tax provision (benefit) is as follows:

	April 30, 2020					April 30, 2019
Amount computed using the statutory rate	$	(95,500	)	(21	%)	$	(70,500	)	(21	%)
Effect of state taxes		(24,900	)	(5	%)		(18,400	)	(6	%)
Other		4,700		1	%		1,400		-
Change in valuation allowance		115,700		(26	%)		87,500		(26	%)
TOTAL INCOME TAX PROVISION (BENEFIT)	$	-		-	%	$	-		-	%

At April 30, 2020, the Company had federal and state net operating loss carry forwards of approximately $6,000,000, $4,845,000 of which expires between 2013 and 2037.  The remaining balance of approximately $1,155,000 will never expire but its utilization is limited to 80% of taxable income in any future year.

The Company has no tax position at April 30, 2020 and 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2020 and 2019. The Company’s federal income tax returns for fiscal years 2018 through 2020 remain open and subject to examination.

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NOTE 7 - RELATED PARTY TRANSACTIONS

12 Months Ended

Apr. 30, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

The Company rented office space from Marlin Property Management, LLC (“Marlin”) an entity owned by the spouse of the Company’s former President and current Chairman of the Board of Directors. The lease was on a month-to-month basis as financial resources were available. The Company terminated the lease effective November 1, 2018. For the year ended April 30, 2020 and 2019, office rent was $Nil and $1,500, respectively. No rent was incurred under this agreement during the year ended April 30, 2020.

During the year ended April 30, 2020, the Company paid a member of the Company’s Board of Directors (the “Board”) for consulting and investor relation services in the amount of $8,000 which was charged to “Management and administrative” expense on the Statement of Operations There was no expense for such services during the year ended April 30, 2019.

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 respective members of the Board, and the Company’s Chief Financial Officer. Under the resolution, in the event of a change of control or sale of substantially all of the Company’s assets, these individuals shall collectively be granted bonuses equal to an aggregate two per cent (2%) of the value of the change of control or sale. During the year ended April 30, 2020, the Company incurred management and administrative expenses of $108,000 associated with the accrual and made $19,000 of payments. These individuals have agreed to defer payment of the remaining balance due until sufficient cash is available.

On March 10, 2020, the Company entered into a promissory note with the Company’s Chairman of the Board of Directors in the amount of $50,000.  The note matures on March 10, 2022 and accrues interest at 6% per annum. For the year ended April 30, interest expense, related party on the promissory note was $419. Accrued interest payable to the related party of $419 is accrued in Accounts Payable and Accrued Liabilities on the balance sheet at April 30, 2020.

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NOTE 8 - STOCKHOLDERS' EQUITY

12 Months Ended

Apr. 30, 2020

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' EQUITY

On October 26, 2018, the Company issued 960,417 shares of its common stock in lieu of cash payment for accounts payable. The value of the shares issued was $57,625, based on a price of $0.06 per share which was the fair value on the date of issuance. No shares of common stock have been issued during the year ended April 30, 2020.

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NOTE 9 - WARRANTS

12 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

WARRANTS

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, 2018 and April 30, 2019		30,654,249		$	0.16
Expired		(1,614,400	)		0.23
Balance outstanding at April 30, 2020		29,039,849		$	0.16

The composition of the Company’s warrants outstanding at April 30, 2020 is as follows:

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 12, 2015	October 12, 2020		4,241,000		0.20		0.45
October 12, 2016	October 12, 2021		14,000,000		0.15		1.45
October 31, 2017	October 31, 2020		10,798,849		0.15		0.50
			29,039,849	$	0.16		0.95

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NOTE 10 - STOCK OPTIONS

12 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

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.

For the year ended April 30, 2020, there were 500,000 options issued for mining interest at the exercise price of $0.04 per share that expire August 31, 2024. During the year ended April 30, 2020, in accordance with the 2019 Amendment to the Longstreet Agreement (see Note 4), the Company repriced 435,000 existing options to purchase Company common stock, to the exercise price of $0.04 per share, from exercise prices ranging from $0.05 to $0.80. The repriced options expiration date was extended to August 31, 2024. The fair value of the issuance and repricing was $16,044.

On January 16, 2019, the Company issued 45,000 stock options for mining interests with fair value of $2,250.

Options outstanding for mining interest totaled 435,000 at April 30, 2019 and 935,000 options at April 30, 2020 and are fully vested. As of April 30, 2020, the remaining weighted average term of the option grants for mining interest was 4.24 years. As of April 30, 2020, 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 Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The Stock Option Plan has a fixed maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically increases as the total number of shares outstanding increase. The number of shares subject to the Stock Option Plan and any outstanding awards will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company’s assets.

The Stock Option plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2020 and 2019, respectively, there was no unrecognized compensation cost related to stock-based options and awards. No options were issued under the 2011 Plan during the year ended April 30, 2020 and 2019, respectively.

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of April 30, 2020:

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term
October 18, 2016		4,810,000	$	0.06		1.47
April 30, 2018		1,400,000		0.065		3.00
Total options		6,210,000	$	0.06		1.81

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	October 18, 2021 to April 30, 2023		6,210,000		0.06
Outstanding and exercisable at April 30, 2020			7,145,000	$	0.06

The aggregate intrinsic value of all options vested and exercisable at April 30, 2020, was $47,425 based on the Company’s closing price of $0.065 per common share at April 30, 2020. The Company’s current policy is to issue new shares to satisfy option exercises.

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NOTE 11 - SUBSEQUENT EVENTS

12 Months Ended

Apr. 30, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

On June 27, 2020, the Company entered into a promissory note with the Company’s Chairman of the Board of Directors in the amount of $30,000.  The note matures on June 27, 2022 and accrues interest at 6% per annum.

On June 8, 2020, Star Gold Corp. (“Star Gold” or 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 $.045 per share.

During the period beginning on June 8, 2020 and ending at 5:00 pm PDT on August 31, 2020, each outstanding Warrant to purchase Star Gold Common Stock may be exercised, in whole or in part, at the per share price of $.045 per share regardless of the Exercise Price set forth in the Warrant being exercised.

After 5:00 pm PDT on August 31, 2020 each remaining outstanding and unexercised Common Stock Warrant will then revert back to its original Exercise Price as set forth in each respective Warrant.

On July 6, 2020, the Company issued 816,000 shares of its common stock upon exercise of warrants at $0.045 per share by an accredited investor for cash proceeds of $36,720.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Apr. 30, 2020

Accounting Policies [Abstract]

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. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception.  As of April 30, 2020, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows.  As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $11,157,593 and, at April 30, 2020, the Company’s working capital deficit was $66,512.  These factors raise substantial doubt about its ability to continue as a going concern. Individuals to whom deferred compensation has accrued have agreed to forego payment until sufficient cash is available for payment of the liability (Note 7). On March 10 and June 25, 2020, respectively, the Company’s Chairman of the Board of Directors loaned the Company $50,000 and $30,000, respectively, which provides the Company liquidity to meet short-term financial obligations (Note 7).   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 April 30, 2020.

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 April 30, 2020 and April 30, 2019, the Company had no assets or liabilities accounted for at fair value on a recurring or nonrecurring 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 on the basis of periodic estimates of ore reserves. Mining interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

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.

Stock-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 2019 financial statements in order to conform to the 2020 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

New Accounting Pronouncements

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of the standard for stock-based compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 became effective for the Company on May 1, 2019. Adoption of this update on May 1, 2019 had no impact on the Company’s financial statement.

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact of this update on fair value measurement disclosures.

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 consolidated 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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NOTE 3 - EARNINGS PER SHARE (Tables)

12 Months Ended

Apr. 30, 2020

Earnings Per Share [Abstract]

Dilutive securities

	April 30, 2020		April 30, 2019
Stock options		7,145,000		6,645,000
Warrants		29,039,849		30,654,249
TOTAL POSSIBLE DILUTIVE SHARES		36,184,849		37,299,249

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NOTE 4 - EQUIPMENT AND MINING INTEREST (Tables)

12 Months Ended

Apr. 30, 2020

Property, Plant and Equipment [Abstract]

Equipment and mining interest

	April 30, 2020			April 30, 2019
Equipment	$	4,995		$	32,002
Less accumulated depreciation		(3,677	)		(29,019	)
Equipment, net of accumulated depreciation		1,318			2,983
Mining interest - Longstreet		542,167			464,124
TOTAL EQUIPMENT AND MINING INTEREST	$	543,485		$	467,107

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NOTE 5 - OTHER ASSETS (Tables)

12 Months Ended

Apr. 30, 2020

Other Assets [Abstract]

Other assets

	April 30, 2020			April 30, 2019
Option on water rights lease agreements, net	$	15,927		$	15,735
Prepaid insurance and other expenses		2,488			9,667
Other receivables		1,916			-
Total		20,331			25,402
Less Other Assets - Current		(20,331	)		(22,845	)
TOTAL OTHER ASSETS - NON-CURRENT	$	-		$	2,557

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NOTE 6 - INCOME TAXES (Tables)

12 Months Ended

Apr. 30, 2020

Income Tax Disclosure [Abstract]

Deffered tax asset, net

	April 30, 2020			April 30, 2019
Deferred tax asset
Net operating loss carryforward	$	1,599,800		$	1,438,800
Stock-based compensation		200,200			200,200
Equipment and mining interests		251,700			296,600
Other		2,500			2,900
Total deferred tax assets		2,054,200			1,938,500
Valuation allowance		(2,054,200	)		(1,938,500	)
NET DEFERRED TAX ASSETS	$	-		$	-

Income tax provision (benefit)

	April 30, 2020					April 30, 2019
Amount computed using the statutory rate	$	(95,500	)	(21	%)	$	(70,500	)	(21	%)
Effect of state taxes		(24,900	)	(5	%)		(18,400	)	(6	%)
Other		4,700		1	%		1,400		-
Change in valuation allowance		115,700		(26	%)		87,500		(26	%)
TOTAL INCOME TAX PROVISION (BENEFIT)	$	-		-	%	$	-		-	%

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NOTE 9 - WARRANTS (Tables)

12 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

Warrant activity

	Warrants			Weighted Average Exercise Price
Balance outstanding at April 30, 2018 and April 30, 2019		30,654,249		$	0.16
Expired		(1,614,400	)		0.23
Balance outstanding at April 30, 2020		29,039,849		$	0.16

Warrants outstanding

Issue Date	Expiration Date	Warrants		Exercise Price		Remaining life (years)
October 12, 2015	October 12, 2020		4,241,000		0.20		0.45
October 12, 2016	October 12, 2021		14,000,000		0.15		1.45
October 31, 2017	October 31, 2020		10,798,849		0.15		0.50
			29,039,849	$	0.16		0.95

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NOTE 10 - STOCK OPTIONS (Tables)

12 Months Ended

Apr. 30, 2020

Share-based Payment Arrangement [Abstract]

Additional information about the options

	Options outstanding and exercisable
Date of Grant	Shares		Price		Remaining Term
October 18, 2016		4,810,000	$	0.06		1.47
April 30, 2018		1,400,000		0.065		3.00
Total options		6,210,000	$	0.06		1.81

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	October 18, 2021 to April 30, 2023		6,210,000		0.06
Outstanding and exercisable at April 30, 2020			7,145,000	$	0.06

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NOTE 3 - EARNINGS PER SHARE (Details) - shares	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Total possible dilutive shares	36,184,849	37,299,249
Stock options
Total possible dilutive shares	7,145,000	6,654,000
Warrants
Total possible dilutive shares	29,039,849	30,654,249

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NOTE 4 - EQUIPMENT AND MINING INTEREST (Details) - USD ($)	Apr. 30, 2020	Apr. 30, 2019
Property, Plant and Equipment [Abstract]
Equipment	$ 4,995	$ 32,002
Less accumulated depreciation	(3,677)	(29,019)
Equipment, net of accumulated depreciation	1,318	2,983
Mining interest - Longstreet	542,167	464,124
TOTAL EQUIPMENT AND MINING INTEREST	$ 543,485	$ 467,107

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NOTE 5 - OTHER ASSETS (Details) - USD ($)	Apr. 30, 2020	Apr. 30, 2019
Other assets	$ 20,331	$ 25,402
Other assets, current	(20,331)	(22,845)
Other assets, non-current	0	2,557
Option on water rights lease agreements, net
Other assets	15,927	15,735
Prepaid insurance and other expenses
Other assets	2,488	9,667
Other Receivables
Other assets	$ 1,916	$ 0

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NOTE 6 - INCOME TAXES (Details) - USD ($)	Apr. 30, 2020	Apr. 30, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 1,599,800	$ 1,438,800
Stock-based compensation	200,200	200,200
Equipment and mining interests	251,700	296,600
Other	2,500	2,900
Total deferred tax assets	2,054,200	1,938,500
Valuation allowance	(2,054,200)	(1,938,500)
NET DEFERRED TAX ASSETS	$ 0	$ 0

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NOTE 6 - INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Income Tax Disclosure [Abstract]
Amount computed using the statutory rate	$ (95,500)	$ (70,500)
Effect of state taxes	(24,900)	(18,400)
Other	4,700	1,400
Change in valuation allowance	115,700	87,500
TOTAL INCOME TAX PROVISION (BENEFIT)	$ 0	$ 0
Amount computed using the statutory rate, percent	(21.00%)	(21.00%)
Effect of state taxes, percent	(5.00%)	(6.00%)
Other, percent	1.00%	0.00%
Change in valuation allowance, percent	(26.00%)	(26.00%)
TOTAL INCOME TAX PROVISION (BENEFIT), percent	0.00%	0.00%

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NOTE 6 - INCOME TAXES (Details Narrative)	Apr. 30, 2020 USD ($)
Federal
Net operating loss carry forward	$ 6,000,000
State
Net operating loss carry forward	$ 4,845,000

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NOTE 7 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Rent expense	$ 0	$ 1,500
Board of Directors
Consulting and investor services	$ 8,000

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NOTE 9 - WARRANTS (Details) - $ / shares	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Share-based Payment Arrangement [Abstract]
Warrants outstanding, beginning	30,654,249	30,654,249
Warrants issued	(1,614,400)	0
Warrants outstanding, ending	29,039,849	30,654,249
Weighted average exercise price, beginning	$ 0.16	$ 0.16
Weighted average exercise price issued	.23	.00
Weighted average exercise price, ending	$ .16	$ 0.16

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NOTE 9 - WARRANTS (Details 1) - $ / shares	12 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Apr. 30, 2018
Warrants	29,039,849	30,654,249	30,654,249
Exercise price	$ .16	$ 0.16	$ 0.16
Remaining life (years)	11 months 12 days
Warrant 1
Warrants	4,241,000
Exercise price	$ .20
Remaining life (years)	5 months 12 days
Issue Date	October 12, 2015
Expiration Date	October 12, 2020
Warrant 2
Warrants	14,000,000
Exercise price	$ .15
Remaining life (years)	1 year 5 months 12 days
Issue Date	October 12, 2016
Expiration Date	October 12, 2021
Warrant 3
Warrants	10,798,849
Exercise price	$ .15
Remaining life (years)	6 months
Issue Date	October 31, 2017
Expiration Date	October 31, 2020

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NOTE 10 - STOCK OPTIONS (Details)	12 Months Ended
	Apr. 30, 2020 $ / shares shares
Options outstanding and exercisable, shares | shares	7,145,000
Options outstanding and exercisable, price | $ / shares	$ .06
2011 Stock Option/Restricted Stock Plan
Options outstanding and exercisable, shares | shares	6,210,000
Options outstanding and exercisable, price | $ / shares	$ .06
Options outstanding and exercisable, remaining term	1 year 9 months 22 days
2011 Stock Option/Restricted Stock Plan | Stock Option 1
Options outstanding and exercisable, shares | shares	4,810,000
Options outstanding and exercisable, price | $ / shares	$ .06
Options outstanding and exercisable, remaining term	1 year 5 months 19 days
2011 Stock Option/Restricted Stock Plan | Stock Option 2
Options outstanding and exercisable, shares | shares	1,400,000
Options outstanding and exercisable, price | $ / shares	$ .065
Options outstanding and exercisable, remaining term	3 years

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NOTE 10 - STOCK OPTIONS (Details 1)	Apr. 30, 2020 $ / shares shares
Options outstanding and exercisable, shares | shares	7,145,000
Options outstanding and exercisable, price | $ / shares	$ .06
Mining Interest
Options outstanding and exercisable, shares | shares	935,000
Options outstanding and exercisable, price | $ / shares	$ .04
2011 Stock Option/Restricted Stock Plan
Options outstanding and exercisable, shares | shares	6,210,000
Options outstanding and exercisable, price | $ / shares	$ .06