SRGZ 10-K & 10-Q changes, risk factors and insider trading
Star Gold Corp. · OTC · Metal Mining · CIK 1401835 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
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 equitysee in full comparisonfinancings which may not be sufficient to sustain operations.financings. 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 Companywillmay not be able to develop itsproperties and may be unable to continue as a going concern.properties.
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 outstandingsee in full comparison2,000,00045,973,125 Common Share purchase warrants exercisable into2,000,00045,973,125 shares of common stock,2,500,000and 9,900,000 options granted that are exercisable into2,500,000 shares of common stock, and $627,500 of promissory notes convertible to 31,681,6539,900,000 shares of common stock. If these are exercised or converted, these would represent approximately27.1%22.4% 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.
Full comparison: every changed paragraph (3)
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 2,000,00045,973,125 Common Share purchase warrants exercisable into 2,000,00045,973,125 shares of common stock, 2,500,000and 9,900,000 options granted that are exercisable into 2,500,000 shares of common stock, and $627,500 of promissory notes convertible to 31,681,6539,900,000 shares of common stock. If these are exercised or converted, these would represent approximately 27.1%22.4% 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.
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, KellyGerry Stopher,Pascale and DavidTom Segelov.Power. 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.
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.financings. 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 willmay not be able to develop its properties and may be unable to continue as a going concern.properties.
Management's Discussion & Analysis (MD&A)
Largest changes
“The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s capital stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. …”see in full comparison
“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.”see in full comparison
“As of April 30, 2026, the Company had cash on hand of $1,931,209. On February 27, 2026 the Company closed a private placement for the issuance of 74,600,000 units at a price of $0.04 per unit, generating proceeds of $2,984,000. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.”see in full comparison
“Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.”see in full comparison
“Total management and administrative expense increased $181,447 for the year ended April 30, 2026 to $259,499 compared to $78,052 for the year ended April 30, 2025. This increase was mainly due to General administrative and insurance and Management fees as the Company transitions into an active public company, meeting all SEC filings and requirements and supporting the pre-development efforts.”see in full comparison
“In addition, the Company converted $671,450 of existing debt and accrued interest to 16,786,265 units at a price of $0.04 per unit. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.”see in full comparison
Full comparison: every changed paragraph (19)
The Company maintains a corporate office in Coeur d’Alene, Idaho. This is the primary administrative office for the Company and is utilized by BoardChief ChairmanExecutive Officer Lindsay Gorrill and Chief Financial Officer KellyGerry Stopher.Pascale.
The Company believes it has secured the financing required to complete the necessary steps to apply for a final permit. Additional financing will be required in the future to completecontinue allfrom necessarypermitting stepsinto to apply for a final permit.production. 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.
The Company earned no operating revenue in 20252026 or 20242025 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and presentlyfocused ison seekingpermitting otherfor naturalits resourcesLongstreet related business opportunities.property.
Mineral exploration expense for the year ended April 30, 20252026 was $30,866 which was an increase of $4,970$nil above the 20242025 mineral exploration expense of $25,896.$30,866. Aside from annual claims payments, there was no additional mineral exploration expense for the year ended April 30, 20252026 and 2024,2025, respectively.
Pre-development expense for the year ended April 30, 20252026 was $8,794$231,565, ,an a decreaseincrease of $4,210$222,771 from 20242025 pre-development expense of $13,004.$8,794.
The Company is currently assemblingworking bids fromwith engineering firms for development of a full Plan of Operations and Mine Schedule for development and eventual submission of an application to permit construction of a heap leach mining operation on the Longstreet Property. The Company is also solicitingworking bidswith engineering firms in preparation for the drilling of monitor and water-course wells on the Longstreet property site to determine suitability for future mining and leach pad operations.
Audit and accounting fees for the year ended April 30, 20252026 decreasedincreased by $65$14,788 compared to the year ended April 30, 2024.2025.
Legal fees increased $5,243$138,863 from $7,018 for the year ended April 30, 2024 to $12,261 for the year ended April 30, 2025.2025 to $151,124 for the year ended April 30, 2026. The increase in legal fees for the year ended April 30, 20252026 was due to an increased need for legal services related to compliance, SEC filings, property transfer and corporate transaction matters. There are no pending legal issues or contingencies as of April 30, 2025.2026.
Public company expense increased $3,886$9,660 due to increase in filing feesfees, SEC requirements and software requirements.
Total management and administrative expense increased $181,447 for the year ended April 30, 2026 to $259,499 compared to $78,052 for the year ended April 30, 2025. This increase was mainly due to General administrative and insurance and Management fees as the Company transitions into an active public company, meeting all SEC filings and requirements and supporting the pre-development efforts.
Total management and administrative expense decreased $1,050 for the year ended April 30, 2025 to $78,052 compared to $79,102 for the year ended April 30, 2024.
Management fees remained the same at $30,000. No fees were paid in cash as all were accrued during the years ended April 30, 2025 and 2024.
As of April 30, 2026, the Company had cash on hand of $1,931,209. On February 27, 2026 the Company closed a private placement for the issuance of 74,600,000 units at a price of $0.04 per unit, generating proceeds of $2,984,000. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.
In addition, the Company converted $671,450 of existing debt and accrued interest to 16,786,265 units at a price of $0.04 per unit. Each unit consists of one share of common stock and one-half warrant to purchase one share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.
The Company also used the proceeds of the February 27, 2026 fund raise to pay off the $341,108 remaining debt and interest that was not converted. and issued 1,333,438 common shares for services during the year ended April 30, 2026.
As of April 30, 2025, the Company had cash on hand of $11,374. Since inception, the sole source of financing has been sales of the Company’s debt and equity securities. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.
Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.
The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s capital stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.
The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company’s mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2026 which was filed with the SEC on July 22, 2026.
During the three months ended July 31, 2026, the Company sold no shares of common stock and 9,785,613 common shares were issued upon the exercise of warrants for net proceeds of $782,849.
None
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.
Largest changes
During the three months endedsee in full comparisonJanuaryJuly 31, 2026, the Company sold8,750,000no shares of common stock and4,375,0009,785,613 common shares were issued upon the exercise of warrants for net proceeds of$350,000.$782,849.
Full comparison: every changed paragraph (2)
There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 20252026 which was filed with the SEC on SeptemberJuly 10,22, 2025.2026.
During the three months ended JanuaryJuly 31, 2026, the Company sold 8,750,000no shares of common stock and 4,375,0009,785,613 common shares were issued upon the exercise of warrants for net proceeds of $350,000.$782,849.
Management's Discussion & Analysis (MD&A)
New heading “Professional fees”
Largest changes
“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 common 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. …”see in full comparison
“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.”see in full comparison
“The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. …”see in full comparison
“As shown in the accompanying balance sheet as of July 31, 2026, the Company had an accumulated deficit of $14,931,613, working capital of $1,751,729, no outstanding debt, and cash on hand of $1,965,745. Based on management's evaluation of these facts, and giving effect to the equity raise and debt extinguishment described above, management has concluded that it is probable that the Company has sufficient liquidity to meet its obligations as they become due within one year after the date these financial statements are issued.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (44)
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Page 11 of 20
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 aan Explorationexploration 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.metals to ultimately bring these deposits to production.
Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” (or the “Longstreet Project.Project”). The Longstreet Property in its entirety comprises 142 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.claims. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is atmoving antowards intermediatefinal stagepermitting ofto exploration.begin production.
Star Gold Corp. is aan exploration stage mineral company with currently no producing mines.mines, Mineralbut explorationthe Company is essentiallyworking ato researchbring activityits thatLongstreet doesProject notinto produce a product.production. 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 work to bring Longstreet to productions and remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.
The Company willhas performperformed 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 assemblingbringing aLongstreet high-qualityto group of mid-stage mineral (primarily goldproduction and silver)drill explorationout the other targets on their property like; North, red Knob and Cyprus Ridge. The Company will also look for other prospects, using the experience and contacts of the management group. By such prospects, the Companywhich means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.
The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.
Page 14 of 25
The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay an aggregatea 3% Net Smelter Royalty (“NSR”), divided between Great Basin Resources, Inc. (“Great Basin”) and Clifford within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:
Page 12 of 20
Page 15 of 25
The Company received BLM Approval (June 17th, 2026) for exploration and also received approval (May 21st, 2026) of its plan of operation from the Forest Service to advance the development program at the Longstreet Gold Project. These approvals allow for the required Hydrology and Water-Resource Assessment, Geology and Resource assessment and Geotechnical testing required to complete work in order to file an EIS or EA to move the Longstreet Project to production.
The drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 expired in December 2022. The permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company will apply for an extension of the permit.
Plan of Operations Development (Mine Plan, Civil Engineering Design) Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS or EA and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS or EA and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.
Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties.
Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments.
Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing, when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.
The increase costs in Pre-development and legal and professional expenses all relate to the companyCompany starting to movemoving forward on the permitting of its Longstreet Property which hasas of July 31, 2025, had been dormant for the last 4 years.
The increase in interest expense, related party relates to additional debt funded by insiders to commence the permitting process.
The Company earned no operating revenue in 2026 or 2025 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.company.
Total net loss for the three months ended July 31, 2026 of $ 991,838 increased by $861,454 from the total net loss for the three months ended July 31, 2025 of $130,384. This increase in net loss is due to the Company working diligently through the permitting process and managing the organization to support these added responsibilities and future plans for the three months ended July 31, 2026, while the Company was dormant for the three months ended July 31, 2025.
Total net loss for the three months ended January 31, 2026 of $ 180,986 increased by $126,262 from the total 2025 net loss of $54,724.
Total net loss for the nine months ended January 31, 2026 of $ 389,770 increased by $186,148 from the total 2025 net loss of $203,622.
Page 18 of 25
Mineral exploration expense for the three months ended July 31, 2026 of $78,343 increased $47,477 from the three months ended July, 31, 2025 mineral exploration expense of $30,866. The $2,055 increase in claims expense for the three months ended July 31, 2026 was due to increased legal fees to transfer the claims into the Star Gold name. The increase of $45,422 of mining and exploration expense for the three months ended July 31, 2026 was due to drilling and fieldwork costs and technical consultant fees related to the development of its Plan of Operation and permitting process as the Company works to get the final approvals to bring the Longstreet Project into production.
Mineral exploration expense for the nine months ended January 31, 2026 of $30,866 increased $nil from 2025 mineral exploration expense of $30,866. Aside from annual claims payments, there was no additional mineral exploration expense for the nine months ended January 31, 2026 and 2025, respectively.
Pre-development expense for the three months ended July 31, 2026 of $469,683 increased $455,694 from the three months ended July, 31, 2025 pre-development expense of $13,989. This increase in pre-development expenses was due to the Company working toward permitting approval and developing its plan of operation. The $218,511 increase in environmental and permitting expense for the three months ended July 31, 2026 was largely due to the beginning of hydrology work and required technical consultants to augment the Company’s staff at the Longstreet property. The increase of $237,183 of engineering expenses for the three months ended July 31, 2026 was due to an increase in engineering and permitting services, access road upgrades and exploration operations to gather the information to file the necessary permits to move the Longstreet Project toward production.
Pre-development expense for the three months ended January 31, 2026 of $77,646 was an increase of $75,000 from 2025 pre-development expense of $2,646, an increase of 2,834%.
Pre-development expense for the nine months ended January 31, 2026 of $101,668 increase of $96,499 from 2024 pre-development expense of $5,169. This increase was mainly due to an increase in Permits and fees, Technical consulatants and Plan of operation, all expenses related to the permiting process for the Company.
Professional fees
There are no pending legal issues or contingencies as of JanuaryJuly 31, 2026.
Legal and professional fees of $67,576$44,784 for the three months ended JanuaryJuly 31, 2026 increased by $49,820$40,870 compared to the three months ended JanuaryJuly 31, 2025 expense of $17,756.$3,914. The increase in total leagal and professionallegal fees is mainly due to Audit and accounting expenses and Legal and professionalincreased expenses as the Company prepares to ramp up the permitting process.process and grow its investor base.
Legal and professional fees of $135,442 for the nine months ended January 31, 2026 increased by $66,389 compared to the nine months ended january 31, 2025 expense of $69,053.
Management and administrative expenses of $353,421 for the three months ended July 31, 2026 increased by $325,992, or 1,189%, compared to the three months ended July 31, 2025 expense of $27,429. General administrative and insurance expenses increased by $168,003, or 873% to $187,248 for the three months ended July 31, 2026, compared to $19,245 for the three months ended July 31, 2025. Management fees and payroll expenses increased by $141,759, or 1,890% to $149,259 for the three months ended July 31, 2026, compared to $7,500 for the three months ended July 31, 2025. During the three months ended July 31, 2025, the Company was still mainly dormant. During the three months ended Jully 31, 2026, the Company was actively working through the permitting process for its Longstreet property and securing the necessary funds to meet this goal. The increase in general administrative and insurance costs was mainly due to D&O insurance and additional marketing costs. The increase in management fees and payroll was due to additional consulting fees and compensation expense to manage this growth and change in the Company’s operations.
Total management and administrative expense decreased by $4,104 for the three months ended January 31, 2026 to $16,148 compared to $20,252 for the three months ended January 31, 2025.
Total management and administrative expense increased by $10,726 for the nine months ended January 31, 2026 to $69,149 compared to $58,423 vfor the nine months ended January 31, 2025.
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As of JanuaryJuly 31, 2026, the Company had cash on hand of $266,144.$1,965,745. Since inception, the sole source of financing has been sales of the Company’s debt, sale of shares and exercise of warrants. During the year ended April 30, 2026, the Company raised $2,984,000 through the issuance of equity and extinguished $671,450 of existing promissory and convertible promissory notes. During the three months ended JanuaryJuly 31, 2026, the Company received equity investmentscash of $350,000.$782,849 Starthrough Goldthe Corp. has not attained profitable operations and its ability to pursue any future planexercise of operation is dependent upon our ability to obtain financing.warrants.
As shown in the accompanying balance sheet as of July 31, 2026, the Company had an accumulated deficit of $14,931,613, working capital of $1,751,729, no outstanding debt, and cash on hand of $1,965,745. Based on management's evaluation of these facts, and giving effect to the equity raise and debt extinguishment described above, management has concluded that it is probable that the Company has sufficient liquidity to meet its obligations as they become due within one year after the date these financial statements are issued.
To the extent the Company receives additional proceeds from warrant exercises or share sales, it may expand its drilling program and accelerate spending in areas expected to provide the most benefit in preparing for production in the near term.
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Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.
The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s common 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.
SRGZ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-12 | Pascale Gerard |
Conversion | 125,000 | $0.08 | $10.0K |
| 2026-08-12 | Power Thomas |
Conversion | 191,863 | $0.08 | $15.3K |
| 2026-07-31 | Myrmikan Capital, Llc |
Option exercise | 5,000,000 | $0.08 | $400.0K |
| 2026-04-30 | Gorrill Lindsay Edward |
Conversion | 500,000 | $0.06 | $30.0K |
| 2026-04-30 | Power Thomas |
Conversion | 500,000 | $0.06 | $30.0K |
| 2026-04-30 | Segelov David |
Conversion | 416,667 | $0.06 | $25.0K |
| 2026-02-27 | Power Thomas |
Conversion | 383,725 | $0.04 | $15.3K |
Well-known investors holding SRGZ (13F)
None of the 59 investors we track reported a position in their latest 13F.