Company Quick10K Filing
Quick10K
Star Gold
10-K 2019-04-30 Annual: 2019-04-30
10-Q 2019-01-31 Quarter: 2019-01-31
10-Q 2018-10-31 Quarter: 2018-10-31
10-Q 2018-07-31 Quarter: 2018-07-31
10-K 2018-04-30 Annual: 2018-04-30
10-Q 2018-01-31 Quarter: 2018-01-31
10-Q 2017-10-31 Quarter: 2017-10-31
10-Q 2017-07-31 Quarter: 2017-07-31
10-K 2017-04-30 Annual: 2017-04-30
10-Q 2017-01-31 Quarter: 2017-01-31
10-Q 2016-10-31 Quarter: 2016-10-31
10-Q 2016-07-31 Quarter: 2016-07-31
10-K 2016-04-30 Annual: 2016-04-30
10-Q 2016-01-31 Quarter: 2016-01-31
10-Q 2015-10-31 Quarter: 2015-10-31
10-Q 2015-07-31 Quarter: 2015-07-31
10-K 2015-04-30 Annual: 2015-04-30
10-Q 2015-01-31 Quarter: 2015-01-31
10-Q 2014-10-31 Quarter: 2014-10-31
10-Q 2014-07-31 Quarter: 2014-07-31
10-K 2014-04-30 Annual: 2014-04-30
10-Q 2014-01-31 Quarter: 2014-01-31
8-K 2019-01-28 Regulation FD, Exhibits
8-K 2018-12-04 Other Events, Exhibits
HE Hawaiian Electric Industries 4,500
CZZ Cosan 2,880
SILK Silk Road Medical 1,230
TRUE Truecar 758
ODT Online Disruptive Technologies 553
NSSC Napco Security Technologies 516
CHAP Chaparral Energy 250
ITKG Integral Technologies 0
TNTY True Nature Holding 0
JONE Jones Energy 0
SRGZ 2019-04-30
Part I
Item 1.- Business
Item 1A. - Risk Factors
Item 1B. - Unresolved Staff Comments
Item 2. - Properties
Item 3. - Legal Proceedings
Item 4. – Mine Safety Disclosures
Part II
Item 5. - Market for Registrant’S Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. - Selected Financial Data
Item 7. - Management’S Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. - Quantitative and Qualitative Disclosures About Market Risk
Item 8. - Financial Statements and Supplementary Data
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. - Controls and Procedures
Item 9B. - Other Information
Part III
Item 10. - Directors, Executive Officers and Corporate Governance
Item 11. - Executive Compensation
Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. - Certain Relationships and Related Transactions, and Director Independence
Item 14. - Principal Accountant Fees and Services
Part IV
Item 15. – Exhibits and Financial Statement Schedules
Part I
Item 1.
Item 1A.  
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Note 1 - Nature of Operations
Note 2 - Significant Accounting Policies
Note 3– Earnings per Share
Note 4– Equipment and Mining Interest
Note 5 –Other Assets
Note 6 - Income Taxes
Note 7– Related Party Transactions
Note 8 – Stockholders’ Equity
Note 9 – Warrants
Note 10 - Stock Options
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12. 
Item 13. 
Item 14. 
Item 15.  
EX-10.3 exhibit_10-3.htm
EX-10.4 exhibit_10-4.htm
EX-10.5 exhibit_10-5.htm
EX-10.6 exhibit_10-6.htm
EX-10.7 exhibit_10-7.htm
EX-31.1 exhibit_31-1.htm
EX-31.2 exhibit_31-2.htm
EX-32.1 exhibit_32-1.htm
EX-32.2 exhibit_32-2.htm
EX-99.3 exhibit_99-3.htm

Star Gold Earnings 2019-04-30

SRGZ 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 srgz_10k-17728.htm STAR GOLD CORP. 10-K Blueprint
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended April 30, 2019
 

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
 
Coeur d’Alene, Idaho
(Address of principal executive office)
83814
(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      No
 
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      No
 
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      No
 
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      No
 
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.
 
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 ☐          Accelerated Filer ☐          Non-Accelerated Filer ☐          Smaller Reporting Company
Emerging Growth Company ☐
 
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 ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No
 
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, 2018 was $4,643,690.
 
As of July 17, 2019 there were 77,394,841 shares of registrant’s common stock, $0.01 par value, issued and outstanding.

Page 1 of 55
 
STAR GOLD CORP.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2019
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 2 of 55
 
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, 2019. The following statements may be forward-looking in nature and actual results may differ materially.
 
 
 
 
 
Page 3 of 55
 
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.
 
 
 
Page 4 of 55
 
 
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
 
125 (1)
Acres (approx.)
 
2,500
Agreements/Royalties
 
 
 
Royalties
 
3% Net Smelter Royalty (“NSR”)
 
Annual lease payments – total due through 2020
 
$130,000
 
Minimum exploration expenditures – total due through 2020
 
$1,200,000
 
Stock options – total due through 2020
 
50,000
 
Annual advance royalty payment
 
$12,000
(1) 
Great Basin Resources, Inc. (“Great Basin”) took assignment from MinQuest, Inc., of the 120 claims which are leased to the Company under the Longstreet Agreement (which was also assigned to Great Basin) (Note 3 of the financial statements contained in Item 8) and Clifford owns 5 claims (also Note 3) which are managed by the Company.
 
Compliance with Government Regulations
 
Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.
 
United States
 
Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.
 
Land Ownership and Mining Rights.
 
On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.
 
Mining Operations
 
The exploration of mining properties and development and operation of mines is governed by both federal and state laws.
 
The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).
 
Environmental Law
 
The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Company’s operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Company’s proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the 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.
 
 
Page 5 of 55
 
 
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 105 N. 4th Street, Suite 300, 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.
 
 
Page 6 of 55
 
 
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, 2019, the Company had a net loss of $335,704 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 30,654,249 common share purchase warrants exercisable into 30,654,249 shares of common stock, and 6,645,000 options granted that are exercisable into 6,645,000 shares of common stock. If these are exercised or converted, these would represent approximately 32.5% 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.
 
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.
 
Page 7 of 55
 
 
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 26,681,482 shares of the Company’s outstanding common stock (34.5%) 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 34.5% 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.
 
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
 
 
Page 8 of 55
 
 
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.
 
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.
 
 
Page 9 of 55
 
 
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 105 N. 4th Street, Suite 300, 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 55
 
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, 2019
Longstreet 2A
Great Basin Resources, Inc.
799563
20
22-Jan-1999
September 1, 2019
Longstreet 3A
Great Basin Resources, Inc.
799564
20
22-Jan-1999
September 1, 2019
Longstreet 6A
Great Basin Resources, Inc.
799565
20
22-Jan-1999
September 1, 2019
Longstreet 7A
Great Basin Resources, Inc.
799566
20
22-Jan-1999
September 1, 2019
Longstreet 8A
Great Basin Resources, Inc.
799567
20
22-Jan-1999
September 1, 2019
Longstreet 9A
Great Basin Resources, Inc.
799568
20
22-Jan-1999
September 1, 2019
Longstreet 16A
Great Basin Resources, Inc.
799569
20
22-Jan-1999
September 1, 2019
Longstreet 13
Great Basin Resources, Inc.
799570
20
22-Jan-1999
September 1, 2019
Longstreet 32
Great Basin Resources, Inc.
799571
20
22-Jan-1999
September 1, 2019
Longstreet 34
Great Basin Resources, Inc.
799572
20
22-Jan-1999
September 1, 2019
Longstreet 4A
Great Basin Resources, Inc.
836168
20
2-Feb-2002
September 1, 2019
Longstreet 5A
Great Basin Resources, Inc.
836169
20
2-Feb-2002
September 1, 2019
Longstreet 8
Great Basin Resources, Inc.
836170
20
2-Feb-2002
September 1, 2019
Longstreet 10
Great Basin Resources, Inc.
836171
20
2-Feb-2002
September 1, 2019
Longstreet 10A
Great Basin Resources, Inc.
836172
20
2-Feb-2002
September 1, 2019
Longstreet 28
Great Basin Resources, Inc.
836173
20
2-Feb-2002
September 1, 2019
Longstreet 30
Great Basin Resources, Inc.
836174
20
2-Feb-2002
September 1, 2019
Longstreet 36
Great Basin Resources, Inc.
836175
20
2-Feb-2002
September 1, 2019
Longstreet 37
Great Basin Resources, Inc.
836176
20
2-Feb-2002
September 1, 2019
Longstreet 39
Great Basin Resources, Inc.
836177
20
2-Feb-2002
September 1, 2019
Longstreet 41
Great Basin Resources, Inc.
836178
20
2-Feb-2002
September 1, 2019
Longstreet 43
Great Basin Resources, Inc.
836179
20
2-Feb-2002
September 1, 2019
Longstreet 45
Great Basin Resources, Inc.
836180
20
2-Feb-2002
September 1, 2019
Longstreet 47
Great Basin Resources, Inc.
836181
20
2-Feb-2002
September 1, 2019
Longstreet 49
Great Basin Resources, Inc.
836182
20
2-Feb-2002
September 1, 2019
 
 
Page 11 of 55
 
 
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, 2019
Longstreet 102
Great Basin Resources, Inc.
836184
20
2-Feb-2002
September 1, 2019
Longstreet 103
Great Basin Resources, Inc.
836185
20
2-Feb-2002
September 1, 2019
Longstreet 104
Great Basin Resources, Inc.
836186
20
2-Feb-2002
September 1, 2019
Longstreet 105
Great Basin Resources, Inc.
836187
20
2-Feb-2002
September 1, 2019
Longstreet 106
Great Basin Resources, Inc.
836188
20
2-Feb-2002
September 1, 2019
Longstreet 107
Great Basin Resources, Inc.
836189
20
2-Feb-2002
September 1, 2019
Longstreet 108
Great Basin Resources, Inc.
836190
20
2-Feb-2002
September 1, 2019
Longstreet 12
Great Basin Resources, Inc.
843867
20
25-Feb-2003
September 1, 2019
Longstreet 14
Great Basin Resources, Inc.
843868
20
25-Feb-2003
September 1, 2019
Longstreet 16
Great Basin Resources, Inc.
843869
20
25-Feb-2003
September 1, 2019
Longstreet 18
Great Basin Resources, Inc.
843870
20
25-Feb-2003
September 1, 2019
Longstreet 20
Great Basin Resources, Inc.
843871
20
25-Feb-2003
September 1, 2019
Longstreet 26
Great Basin Resources, Inc.
843872
20
25-Feb-2003
September 1, 2019
Longstreet 42
Great Basin Resources, Inc.
843873
20
25-Feb-2003
September 1, 2019
Longstreet 44
Great Basin Resources, Inc.
843874
20
25-Feb-2003
September 1, 2019
Longstreet 46
Great Basin Resources, Inc.
843875
20
25-Feb-2003
September 1, 2019
Longstreet 48
Great Basin Resources, Inc.
843876
20
25-Feb-2003
September 1, 2019
Longstreet 50
Great Basin Resources, Inc.
843877
20
25-Feb-2003
September 1, 2019
Longstreet 40
Great Basin Resources, Inc.
851568
20
25-Feb-2003
September 1, 2019
Longstreet 118
Great Basin Resources, Inc.
851569
20
29-Sep-2003
September 1, 2019
Longstreet 119
Great Basin Resources, Inc.
851570
20
29-Sep-2003
September 1, 2019
Longstreet 120
Great Basin Resources, Inc.
851571
20
29-Sep-2003
September 1, 2019
Longstreet 121
Great Basin Resources, Inc.
851572
20
29-Sep-2003
September 1, 2019
 
Page 12 of 55
 
 
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, 2019
Longstreet 123
Great Basin Resources, Inc.
851574
20
29-Sep-2003
September 1, 2019
Longstreet 124
Great Basin Resources, Inc.
851575
20
29-Sep-2003
September 1, 2019
Longstreet 109
Great Basin Resources, Inc.
855021
20
25-Feb-2003
September 1, 2019
Longstreet 110
Great Basin Resources, Inc.
855022
20
25-Feb-2003
September 1, 2019
Longstreet 111
Great Basin Resources, Inc.
855023
20
25-Feb-2003
September 1, 2019
Longstreet 112
Great Basin Resources, Inc.
855024
20
25-Feb-2003
September 1, 2019
Longstreet 113
Great Basin Resources, Inc.
855025
20
25-Feb-2003
September 1, 2019
Longstreet 114
Great Basin Resources, Inc.
855026
20
25-Feb-2003
September 1, 2019
Longstreet 115
Great Basin Resources, Inc.
855027
20
25-Feb-2003
September 1, 2019
Longstreet 56
Great Basin Resources, Inc.
1025831
20
9-Jul-2010
September 1, 2019
Longstreet 57
Great Basin Resources, Inc.
1025832
20
9-Jul-2010
September 1, 2019
Longstreet 58
Great Basin Resources, Inc.
1025833
20
9-Jul-2010
September 1, 2019
Longstreet 59
Great Basin Resources, Inc.
1025834
20
9-Jul-2010
September 1, 2019
Longstreet 60
Great Basin Resources, Inc.
1025835
20
9-Jul-2010
September 1, 2019
Longstreet 61
Great Basin Resources, Inc.
1025836
20
9-Jul-2010
September 1, 2019
Longstreet 62
Great Basin Resources, Inc.
1025837
20
9-Jul-2010
September 1, 2019
Longstreet 63
Great Basin Resources, Inc.
1025838
20
9-Jul-2010
September 1, 2019
Longstreet 64
Great Basin Resources, Inc.
1025839
20
9-Jul-2010
September 1, 2019
Longstreet 65
Great Basin Resources, Inc.
1025840
20
9-Jul-2010
September 1, 2019
Longstreet 11
Roy Clifford et al
164002
20
14-Jun-1980
September 1, 2019
Longstreet 12
Roy Clifford et al
164003
20
14-Jun-1980
September 1, 2019
Longstreet 14
Roy Clifford et al
164005
20
14-Jun-1980
September 1, 2019
Longstreet 15
Roy Clifford et al
164006
20
14-Jun-1980
September 1, 2019
Morning Star
Roy Clifford et al
96719
20
1-Jul-1957
September 1, 2019
Subtotal
Original
75
 
1,500
 
 
 
 
 
 
 
 
Leach Pad Claims
Longstreet 200
Great Basin Resources, Inc.
1073640
20
22-Jun-2012
September 1, 2019
Longstreet 201
Great Basin Resources, Inc.
1073641
20
22-Jun-2012
September 1, 2019
Longstreet 202
Great Basin Resources, Inc.
1073642
20
22-Jun-2012
September 1, 2019
 
 
Page 13 of 55
 
 
Claim Name
Registered
Owner
NMC
Number
Area
(Acres)
Date Located
Good Until Date
Longstreet 203
Great Basin Resources, Inc.
1073643
20
22-Jun-2012
September 1, 2019
Longstreet 204
Great Basin Resources, Inc.
1073644
20
22-Jun-2012
September 1, 2019
Longstreet 205
Great Basin Resources, Inc.
1073645
20
22-Jun-2012
September 1, 2019
Longstreet 206
Great Basin Resources, Inc.
1073646
20
22-Jun-2012
September 1, 2019
Longstreet 207
Great Basin Resources, Inc.
1073647
20
22-Jun-2012
September 1, 2019
Longstreet 208
Great Basin Resources, Inc.
1073648
20
22-Jun-2012
September 1, 2019
Longstreet 209
Great Basin Resources, Inc.
1073649
20
22-Jun-2012
September 1, 2019
Longstreet 210
Great Basin Resources, Inc.
1073650
20
22-Jun-2012
September 1, 2019
Longstreet 211
Great Basin Resources, Inc.
1073651
20
22-Jun-2012
September 1, 2019
Longstreet 212
Great Basin Resources, Inc.
1073652
20
22-Jun-2012
September 1, 2019
Longstreet 213
Great Basin Resources, Inc.
1073653
20
22-Jun-2012
September 1, 2019
Longstreet 214
Great Basin Resources, Inc.
1073654
20
22-Jun-2012
September 1, 2019
Longstreet 215
Great Basin Resources, Inc.
1073655
20
22-Jun-2012
September 1, 2019
Longstreet 216
Great Basin Resources, Inc.
1073656
20
22-Jun-2012
September 1, 2019
Longstreet 217
Great Basin Resources, Inc.
1073657
20
22-Jun-2012
September 1, 2019
Longstreet 218
Great Basin Resources, Inc.
1073658
20
22-Jun-2012
September 1, 2019
Longstreet 219
Great Basin Resources, Inc.
1073659
20
22-Jun-2012
September 1, 2019
Longstreet 220
Great Basin Resources, Inc.
1073660
20
22-Jun-2012
September 1, 2019
Longstreet 210
Great Basin Resources, Inc.
1073661
20
22-Jun-2012
September 1, 2019
Longstreet 220
Great Basin Resources, Inc.
1073662
20
22-Jun-2012
September 1, 2019
Longstreet 223
Great Basin Resources, Inc.
1073663
20
22-Jun-2012
September 1, 2019
Longstreet 224
Great Basin Resources, Inc.
1073664
20
22-Jun-2012
September 1, 2019
 
Page 14 of 55
 
 
Claim Name
Registered
Owner
NMC
Number
Area
(Acres)
Date Located
Good Until Date
Longstreet 225
Great Basin Resources, Inc.
1073665
20
22-Jun-2012
September 1, 2019
Longstreet 226
Great Basin Resources, Inc.
1073666
20
22-Jun-2012
September 1, 2019
Longstreet 227
Great Basin Resources, Inc.
1073667
20
22-Jun-2012
September 1, 2019
Longstreet 228
Great Basin Resources, Inc.
1073668
20
22-Jun-2012
September 1, 2019
Longstreet 229
Great Basin Resources, Inc.
1073669
20
22-Jun-2012
September 1, 2019
Longstreet 230
Great Basin Resources, Inc.
1073670
20
22-Jun-2012
September 1, 2019
Longstreet 231
Great Basin Resources, Inc.
1073671
20
22-Jun-2012
September 1, 2019
Longstreet 232
Great Basin Resources, Inc.
1073672
20
22-Jun-2012
September 1, 2019
Longstreet 233
Great Basin Resources, Inc.
1073673
20
22-Jun-2012
September 1, 2019
Longstreet 234
Great Basin Resources, Inc.
1073674
20
22-Jun-2012
September 1, 2019
Longstreet 235
Great Basin Resources, Inc.
1073675
20
22-Jun-2012
September 1, 2019
Longstreet 236
Great Basin Resources, Inc.
1073676
20
22-Jun-2012
September 1, 2019
Longstreet 237
Great Basin Resources, Inc.
1073677
20
22-Jun-2012
September 1, 2019
Subtotal
Leach Pad
38
 
760
 
 
 
 
 
 
 
 
Corridor Claims
Longstreet 66
Great Basin Resources, Inc.
1080730
20
5-Sept-2012
September 1, 2019
Longstreet 238
Great Basin Resources, Inc.
1080731
20
5-Sept-2012
September 1, 2019
Longstreet 239
Great Basin Resources, Inc.
1080732
20
5-Sept-2012
September 1, 2019
Longstreet 240
Great Basin Resources, Inc.
1080733
20
5-Sept-2012
September 1, 2019
Longstreet 241
Great Basin Resources, Inc.
1080734
20
5-Sept-2012
September 1, 2019
Longstreet 242
Great Basin Resources, Inc.
1080735
20
5-Sept-2012
September 1, 2019
Longstreet 243
Great Basin Resources, Inc.
1080736
20
5-Sept-2012
September 1, 2019
Longstreet 244
Great Basin Resources, Inc.
1080737
20
5-Sept-2012
September 1, 2019
Longstreet 245
Great Basin Resources, Inc.
1080738
20
5-Sept-2012
September 1, 2019
Longstreet 246
Great Basin Resources, Inc.
1080739
20
5-Sept-2012
September 1, 2019
Longstreet 247
Great Basin Resources, Inc.
1080740
20
5-Sept-2012
September 1, 2019
Longstreet 248
Great Basin Resources, Inc.
1080741
20
5-Sept-2012
September 1, 2019
Subtotal
Corridor
12
 
240
 
 
Total
125
 
2,500
 
 
 
 
Page 15 of 55
 
 
Star Gold must make annual claim filing fees ($155.00 per claim in 2018) 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, 2019 annual claim payments totaled $23,824.
 
The terms of the amended Longstreet Agreement required an initial cash payment of $20,000, the issuance of 25,000 stock options based on “fair market price” to MinQuest on or about January 16, 2016. The amended Longstreet Agreement also requires cash payments totaling $230,000 over five years and 160,000 stock options based on “fair market price” over the same seven-year period. The Company has agreed to work commitments of $1,650,000 over five years. Following the fifth anniversary of the amended agreement and if commitments have been met Star Gold shall receive a quitclaim deed for a 100% interest in the properties covered by the Longstreet Agreement, as amended, in consideration of an ongoing 3% NSR to MinQuest; due to the assignment of the Longstreet Agreement to Great Basin, Inc., in the future all required issuances of stock options and payment of sums owed pursuant to the Longstreet Agreement, will be issued and paid to Great Basin. The Longstreet Agreement does not cover the 5 claims subject to the Clifford Lease.
 
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 55
 
 
 
Page 17 of 55
 
 
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 55
 
 
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
 
Page 19 of 55
 
 
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
 
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 55
 
 
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.
 
Page 21 of 55
 
 
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).
 
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
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 55
 
 
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.
 
 
Page 23 of 55
 
 
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.
 
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
 
 
 
 
 
Page 24 of 55
 
 
Figure 8.5 Underground master composite leach kinetics
 
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.
 
Page 25 of 55
 
 
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.
 
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.
 
Page 26 of 55
 
 
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 $21,600 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, 2019, 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 25, 2019, there were 77,394,841 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 17, 2019, the price per share quoted on the OTCQB was $0.03.
 
Transfer Agent:
 
The independent stock transfer agent for Star Gold Corp. is Corporate Stock Transfer 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:
 
 
Page 27 of 55
 
 
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. The options have an exercise price of $0.065 based on the closing price of the Company’s common stock on the date of grant and vest immediately. The expiration date of the options is April 30, 2023. The fair value of the options was $90,923 and has been recognized as stock-based compensation for the year ended April 30, 2018.
 
Recent Sales of Unregistered Securities
 
On October 12, 2016, the Company issued 14,000,000 shares of its common stock and warrants to purchase an additional 14,000,000 shares of its common stock to 24 investors pursuant to a private placement of its securities (the “2016 Offering”). The 2016 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.05. Warrants issued pursuant to the 2016 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for five years commencing with its issuance date. The Company closed the 2016 Offering having raised a total of $700,000 ($18,000 in fiscal year ended April 30, 2016 and $682,000 in nine months ended January 31, 2017).
 
On October 17, 2017, the Company issued 21,597,698 shares of its common stock to 34 investors pursuant to a private placement of its securities (the “2017 Offering”). The 2017 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.10. Each unit consisted of two shares of common stock and one warrants to purchase an additional share of common stock. The Company raised a total of $1,079,884. On October 31, 2017, the Company issued 10,798,849 Warrants pursuant to the 2017 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for three years commencing with its issuance date.
 
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, 2019, 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 28 of 55
 
 
ITEM 6.
SELECTED FINANCIAL DATA.
 
Statement of Operations Information:
 
 
 
For the years ended
 
 
 
April 30, 2019
 
 
April 30, 2018
 
Revenues
 $- 
 $- 
Total operating expenses
  337,184 
  427,267 
Loss from operations
  (337,184)
  (427,267)
Other income (expense)
  1,480 
  118 
NET LOSS
 $(335,704)
 $(427,149)
 
    
    
Weighted average shares of common stock (basic and diluted)
  76,923,842 
  66,375,222 
 
    
    
Income (loss) per share (basic and diluted)
 $(0.00)
 $(0.01)
 
Balance Sheet Information:
 
 
 
April 30, 2019
 
 
April 30, 2018
 
Working capital
  $443,915 
 $759,151 
Total assets
  954,425 
  1,306,919 
Accumulated deficit
  10,702,743 
 10,367,039 
Stockholders’ equity
  935,179 
  1,211,008 
 
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 the year ended April 30, 2019, the Company completed the following:
 
Wildlife and Biological Baseline Study (WBS)
Cultural and Archeology Study
Plan of Operation submitted to US Forestry Service.
 
For the upcoming fiscal year ending April 30, 2020, the Company plans to commence the following activities as it prepares the EIS on the Longstreet Project:
 
Hydrology Study (in progress – dependent on Plan of Operations being approved)
Geochemical analysis – design of program for submission to State of Nevada (in progress)
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.
 
The Company anticipates the aforementioned tasks to be completed in late 2019, with the EIS prepared in 2020.
 
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, joint ventures and/or farm-out a portion of its exploration properties.
 
 
Page 29 of 55
 
 
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, 
   
   
 
 2019 
 2018 
 $ Change 
 % Change 
Mineral exploration expense
 $21,297 
 $28,369 
 $(7,072)
  (24.9%) 
Pre-development expense
  119,975 
  105,945 
  14,030 
  13.2% 
Legal and professional fees
  73,267 
  70,788 
  2,479 
  3.5% 
Management and administrative
  120,980 
  221,818 
  (100,838)
  (45.5%) 
Depreciation
  1,665 
  347 
  1,318 
  N/A 
Other expense (income)
  (1,480)
  (118)
  (1,362)
  1,154.2% 
   NET LOSS
 $335,704 
 $427,149 
 $(91,445)
  (21.4%) 
 
    
    
    
    
The Company earned no operating revenue in 2019 or 2018 and does not anticipate earning any operating revenues in the near 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 2019 of $335,704 decreased by $91,445 from 2018 total net loss of $427,149.
 
Mineral exploration expense
 
 For the years ended April 30, 
   
   
 
 2019 
 2018 
 $ Change 
 % Change 
Drilling and field work
 $(2,527)
 $3,851 
 $(6,378)
  (165.6%) 
Technical consultants
  - 
  800 
  (800)
  (100.0%) 
Claims
  23,824 
  23,718 
  106 
  0.4% 
   Total mineral exploration expense
 $21,297 
 $28,369 
 $(7,072)
  (24.9%) 
 
    
    
    
    
Mineral exploration expense for the year end April 30, 2019 was $21,297, a decrease of $7,072 from 2018 exploration and consultants’ expense of $28,369. 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, 
   
   
 
 2019 
 2018 
 $ Change 
 % Change 
Flora and fauna contractor
 $8,837 
 $18,925 
 $(10,088)
  (53.3%) 
Cultural resources and anthropological
  6,392 
  7,869 
  (1,477)
  (18.8%) 
Environmental and permitting services
  - 
  4,093 
  (4,093)
  (100.0%) 
Environmental impact and plan of operations
  44,096 
  10,634 
  33,436 
  314.7% 
Project management
  45,650 
  36,250 
  9,400 
  25.9% 
Water rights costs
  15,000 
  12,124 
  2,876 
  23.7% 
Aerial mapping
  - 
  16,050 
  (16,050)
  (100.0%) 
   Total pre-development expense
 $119,975 
 $105,945 
 $14,030 
  13.2% 
 
    
    
    
    
Pre-development expense for the year end April 30, 2019 was $119,975, an increase of $14,030 from 2018 pre-development expense of $105,945.
 
Page 30 of 55
 
 
Legal and professional fees
 
 For the years ended April 30, 
   
   
 
 2019 
 2018 
 $ Change 
 % Change 
Audit and accounting
 $26,255 
 $25,808 
 $447 
  1.7% 
Legal fees
  9,488 
  23,707 
  (14,219)
  (60.0%) 
Public company expense
  17,462 
  18,868 
  (1,406)
  (7.5%) 
Investor relations
  20,062 
  2,405 
  17,657 
  734.2% 
   Total legal and professional fees
 $73,267 
 $70,788 
 $2,479 
  3.5%
 
Audit and accounting fees increased $447 from $25,808 for the year end April 30, 2018 compared to $26,255 for the year ended April 30, 2019. Management expects audit and accounting fees to remain relatively constant in the upcoming fiscal year.
 
Investor relation expense of $20,062 for the year ended April 30, 2019 increased $17,657 compared to $2,405 for the year ended April 30, 2018 as the Company engaged an investor relations consultant to build awareness.
 
The primary component of public company expense is the annual fee associated with OTC Markets for the Company’s OTCQB status. Public company expense decreased $1,406 for the year ended April 30, 2019.
 
Legal fees decreased from $23,707 in 2018 to $9,488 in 2019. The decrease for the year is primarily related to expenses related to legal costs related to documentation related to private placements and regulatory filings related to officers for the year ended April 30, 2018. There are no pending legal issues or contingencies as of April 30, 2019.
 
General and administrative expense
 
 For the years ended April 30, 
   
   
 
 2019 
 2018 
 $ Change 
 % Change 
Auto and travel
 $24,924 
 $35,898 
 $(10,974)
  (30.6%) 
General administrative and insurance
  36,420 
  37,162 
  (742)
  (2.0%) 
Management fees and payroll
  52,423 
  49,067 
  3,356 
  6.8% 
Office and computer expense
  4,768 
  3,301 
  1,467 
  44.4% 
Rent and lease expense
  1,500 
  3,000 
  (1,500)
  (50.0%) 
Stock based compensation
  - 
  90,923 
  (90,923)
  N/A 
Telephone and utilities
  945 
  2,467 
  (1,522)
  (61.7%) 
   Total general and administrative
 $120,980 
 $221,818 
 $(100,838)
  (45.5%) 
 
Total general and administrative expense decreased $100,838 to $120,980 compared to 2018 expense of $221,818.
 
The primary difference was attributable to the decrease in stock-based compensation, a non-cash expense, of $90,923 for the year ended April 30, 2018.
 
Auto and travel expense decreased for the fiscal year ending April 30, 2019 by $10,974. Travel is generally related to meetings associated with capital raises and visits to the exploration site by Company management and potential financiers.
 
LIQUIDITY AND FINANCIAL CONDITION
 
WORKING CAPITAL
 
April 30, 2019
 
 
April 30, 2018
 
Current assets
 $463,161 
 $855,062 
Current liabilities
  19,246 
  95,911 
Working capital (deficit)
 $443,915 
 $759,151 
 
 
 
For the years ended
 
CASH FLOWS
 
April 30, 2019
 
 
April 30, 2018
 
Cash flow used by operating activities
 $(340,110)
 $(304,843)
Cash flow used by investing activities
  (52,000)
  (51,995)
Cash flow provided by financing activities
  - 
  1,079,884 
Net increase (decrease) in cash during year
 $(392,110)
 $723,046 
 
 
Page 31 of 55
 
 
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 $52,000 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, 2019, the Company had cash on hand of $440,316. 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.
 
 
Page 32 of 55
 
 
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.
 
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
Index to Financial Statements:
 
Audited financial statements as of April 30, 2019, including:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 33 of 55
 
 
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, 2019 and 2018, 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, 2019 and 2018, 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.
 
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 15, 2019
Page 34 of 55
 
 
STAR GOLD CORP.
BALANCE SHEETS
 
 
 
April 30, 2019
 
 
April 30, 2018
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $440,316 
 $832,426 
Other current assets (NOTE 5)
  22,845 
  22,636 
TOTAL CURRENT ASSETS
  463,161 
  855,062 
EQUIPMENT AND MINING INTEREST, net (NOTE 4)
  467,107 
  414,522 
OTHER ASSETS – NON-CURRENT (NOTE 5)
  2,557 
  15,735 
RECLAMATION BOND
  21,600 
  21,600 
TOTAL ASSETS
 $954,425 
 $1,306,919 
 
    
    
LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    
CURRENT LIABILITIES:
    
    
Accounts payable
 $19,246 
 $95,911 
TOTAL CURRENT LIABILITIES
  19,246 
  95,911 
 
    
    
TOTAL LIABILITIES
  19,246 
  95,911 
COMMITMENTS AND CONTINGENCIES (NOTE 4)
    
    
STOCKHOLDERS’ EQUITY
    
    
Preferred Stock, par value; 10,000,000 shares authorized, none issued and outstanding
  - 
  - 
Common Stock, $.001 par value; 300,000,000 shares authorized; 77,394,841 and 76,434,424 shares issued and outstanding, respectively
  77,395 
  76,434 
Additional paid-in capital
  11,560,527 
  11,501,613 
Accumulated deficit
  (10,702,743)
  (10,367,039)
TOTAL STOCKHOLDERS’ EQUITY
  935,179 
  1,211,008 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 $954,425 
 $1,306,919 
 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
Page 35 of 55
 
 
STAR GOLD CORP.
STATEMENTS OF OPERATIONS
 
 
 
For the years ended
 
 
 
April 30, 2019
 
 
April 30, 2018
 
OPERATING EXPENSE
 
 
 
 
 
 
Mineral exploration expense
 $21,297 
 $28,369 
Pre-development expense
  119,975 
  105,945 
Legal and professional fees
  73,267 
  70,788 
Management and administrative
  120,980 
  221,818 
Depreciation
  1,665 
  347 
TOTAL OPERATING EXPENSES
  337,184 
  427,267 
LOSS FROM OPERATIONS
  (337,184)
  (427,267)
OTHER INCOME (EXPENSE)
    
    
Interest expense
  (833)
  (778)
Interest income
  2,313 
  896 
TOTAL OTHER INCOME (EXPENSE)
  1,480 
  118 
NET LOSS BEFORE INCOME TAXES
  (335,704)
  (427,149)
Provision (benefit) for income tax
  - 
  - 
NET LOSS 
 $(335,704)
 $(427,149)
Basic and diluted loss per share
 $(0.00)
 $(0.01)
Basic and diluted weighted average number shares outstanding
  76,923,842 
  66,375,222 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
Page 36 of 55
 
 
STAR GOLD CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the years ended April 30, 2019 and 2018
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
Shares
Issued
 
 
Par Value
$.001 per share
 
 
Additional
Paid in Capital
 
 
Accumulated
Deficit