Star Gold Corp. proposes $22.6M stock sale

Star Gold Corp. (SRGZ) plans a Regulation A offering of 113,000,000 shares of common stock at $0.25 per share, for an aggregate offering price of $22,600,000.

Rhea-AI Filing Summary

Star Gold Corp. (SRGZ) plans a Regulation A offering of 113,000,000 shares of common stock at $0.25 per share, for an aggregate offering price of $22,600,000. The entire amount is being offered on behalf of the issuer, with estimated net proceeds of $19,402,500 after offering costs.

Star Gold reports $1,931,209 in cash and cash equivalents and $2,851,738 in total assets, against $124,352 in total liabilities and $2,727,386 in stockholders' equity. It had $0 in revenues and a net loss of $824,850. Common stock outstanding totals 193,927,180 shares, traded on the OTCQB Venture Market. Within the past year, it issued 2,500,000 common shares for $50,000 via warrant exercises and 91,946,250 units in a private offering for $3,677,850.

Filing Explained

The filing sets out capacity for 113 million additional shares, but no completed issuance; issuance would dilute existing holders.

Star Gold's amended Form 1-A sets out an issuer offering of up to 113,000,000 common shares at the disclosed price each, with no selling-securityholder portion disclosed. It does not state that any of those offered shares have been sold or issued, so the disclosed 113,000,000 is offering capacity rather than completed dilution. If issued, the additional shares would increase the total share count and reduce existing holders' percentage ownership absent offsetting changes.

The filing gives an aggregate offering price of $22,600,000 and estimated net proceeds of $19,402,500; these are prospective offering figures, not proceeds reported as received.

The material unresolved milestone is whether the offering is qualified and the shares are subsequently sold or issued; this filing does not establish that completion state.

Key Figures

Aggregate offering price: $22,600,000.00 Estimated net proceeds to issuer: $19,402,500.00 Cash and cash equivalents: $1,931,209.00 +5 more

8 metrics

Aggregate offering price $22,600,000.00 Regulation A common stock offering (113,000,000 shares at $0.25 per share)

Estimated net proceeds to issuer $19,402,500.00 After offering fees and commissions for the Regulation A offering

Cash and cash equivalents $1,931,209.00 Balance sheet cash position

Total assets $2,851,738.00 Balance sheet total assets

Total liabilities $124,352.00 Balance sheet total liabilities

Net income $-824,850.00 Income statement net loss for the period presented

Common shares outstanding 193,927,180 shares Common stock outstanding, trading on OTCQB Venture Market

Private units issued 91,946,250 units for $3,677,850 Unregistered units (each unit with one share and one-half warrant) issued in private offering

Key Terms

Regulation A, aggregate offering price, OTCQB Venture Market, unregistered securities, +2 more

6 terms

Regulation A regulatory

"Form 1-A Regulation A offering statement under the Securities Act of 1933"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

aggregate offering price financial

"definition of "aggregate offering price" or "aggregate sales" as used in this item"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

OTCQB Venture Market market

"Common Equity Units Name of Trading Center or Quotation Medium (if any) | OTCQB Venture Market"

The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.

unregistered securities regulatory

"Unregistered securities issued by the issuer within one year before the filing"

Tier 1 regulatory

"indicate whether you are conducting a Tier 1 or Tier 2 offering"

Tier 2 regulatory

"indicate whether you are conducting a Tier 1 or Tier 2 offering"

Tier 2 refers to a class of supplementary regulatory capital that financial firms hold in addition to their core, highest-quality capital. It acts like a secondary cushion that can absorb losses in bad times but is considered lower quality than primary capital because it may be repaid later or only used after stronger buffers are gone. Investors care because the size and mix of tier 2 capital affect a firm’s resilience, borrowing costs and perceived risk—similar to having a second savings account that offers extra protection but is less reliable than your emergency fund.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What is Star Gold Corp. (SRGZ) offering under this Regulation A filing?

Star Gold Corp. is offering 113,000,000 shares of common stock at $0.25 per share, for an aggregate offering price of $22,600,000, all on behalf of the issuer.

How much in net proceeds does SRGZ expect from the Regulation A offering?

Star Gold estimates net proceeds of $19,402,500 from the Regulation A offering, after paying offering-related fees and commissions.

What are Star Gold Corp.’s key balance sheet figures in this filing?

Star Gold reports $1,931,209 in cash and cash equivalents, $2,851,738 in total assets, $124,352 in total liabilities, and $2,727,386 in total stockholders’ equity.

Is Star Gold Corp. (SRGZ) currently profitable according to this Form 1-A/A?

No. Star Gold reports $0 in total revenues and a net loss of $824,850 for the period presented.

How many SRGZ common shares are currently outstanding and where do they trade?

Star Gold has 193,927,180 common shares outstanding, and its common stock trades on the OTCQB Venture Market.

What recent unregistered securities has SRGZ issued within one year of this filing?

Within one year, Star Gold issued 2,500,000 common shares for $50,000 via warrant exercises at $0.02 per share, and 91,946,250 units in a private offering for $3,677,850.

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Available on EDGAR 08/21/2026 - 04:22 PM Accepted by SEC EDGAR 08/21/2026 - 03:59 PM Learn about SEC filing dates

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001401835
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-12784
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	Star Gold Corp.
Jurisdiction of Incorporation / Organization	NEVADA
Year of Incorporation	2006
CIK	0001401835
Primary Standard Industrial Classification Code	METAL MINING
I.R.S. Employer Identification Number	27-0348508
Total number of full-time employees	0
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	1875 N. LAKEWOOD DR.
Address 2	SUITE 303
City	COEUR D'ALENE
State/Country	IDAHO
Mailing Zip/ Postal Code	83814
Phone	208-664-5066

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Arden Anderson, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 1931209.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 0.00
Property and Equipment	$
Total Assets	$ 2851738.00
Accounts Payable and Accrued Liabilities	$ 124352.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 124352.00
Total Stockholders' Equity	$ 2727386.00
Total Liabilities and Equity	$ 2851738.00

Statement of Comprehensive Income Information

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 774959.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -824850.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Auditor (if any) Sadler, Gibb & Associates, LLC; Assure CPA, LLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	193927180
Common Equity CUSIP (if any):	85512U303
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTCQB Venture Market

Preferred Equity

Preferred Equity Name of Class (if any)	N/A
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)	N/A
Preferred Equity Name of Trading Center or Quotation Medium (if any)	N/A

Debt Securities

Debt Securities Name of Class (if any)	N/A
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	N/A
Debt Securities Name of Trading Center or Quotation Medium (if any)	N/A

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	113000000
Number of securities of that class outstanding	193927180

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 0.2500
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 22600000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 22600000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider	DealMaker Securities LLC	Underwriters - Fees	$ 27500.00
Sales Commissions - Name of Service Provider	DealMaker Securities LLC	Sales Commissions - Fee	$ 900000.00
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Accounting or Audit - Name of Service Provider	Sadler, Gibb & Associates, LLC; Assure CPA, LLC	Accounting or Audit - Fees	$ 38000.00
Legal - Name of Service Provider	Solon Law, PC	Legal - Fees	$ 60000.00
Promoters - Name of Service Provider		Promoters - Fees	$
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$
CRD Number of any broker or dealer listed:	000315324

Estimated net proceeds to the issuer	$ 19402500.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions	ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer	Star Gold Corp.
(b)(1) Title of securities issued	Common Stock
(2) Total Amount of such securities issued	2500000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	$50,000; exercise of warrants at $0.02 per share
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer	Star Gold Corp.
(b)(1) Title of securities issued	Units, with each Unit consisting of one share of common stock and one warrant to purchase one-half of a share of common stock at the exercise price of $.08 per full share of common stock
(2) Total Amount of such securities issued	91946250
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	14455750
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	$3,677,850; private offering
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).	$578,550

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption Section 4(a)(2); non-public exercise of warrants Section 4(a)(2); Rule 506(b)