Star Gold posts $992K loss with no revenue

Star Gold deepened its quarterly loss as it ramps Longstreet pre-development, but maintains debt-free liquidity and advances key permits toward potential production.

Rhea-AI Filing Summary

Star Gold Corp. (SRGZ) reported no revenue and a sharply higher net loss of $991,838 for the three months ended July 31, 2026, compared with $130,384 a year earlier, as the company accelerated permitting and pre-development work on its Longstreet gold project in Nevada. Total operating expenses rose to $999,404, driven by large increases in pre-development ($469,683 vs. $13,989), management and administrative costs, and professional fees.

Despite the higher loss, the balance sheet shows $1,965,745 in cash, $1,751,729 of working capital, no debt, and stockholders’ equity of $2,580,073. Management concluded it is probable current liquidity is sufficient for at least one year, supported by prior equity raises and $782,849 of warrant-exercise proceeds this quarter. The company continues to invest in the Longstreet Property, expanding its mining interest and reclamation bonds, and obtained key BLM and Forest Service approvals to advance toward an Environmental Impact Statement. Management, however, identified material weaknesses in disclosure controls due to a small accounting staff.

Positive

• Debt-free balance sheet with solid cash: Cash of $1.97 million, working capital of $1.75 million, and no outstanding debt, with management concluding liquidity is sufficient for at least one year.
• Significant permitting and project progress: Approvals from the BLM and U.S. Forest Service enable hydrology, geology and geotechnical work needed to prepare an Environmental Impact Statement for the Longstreet Project.
• Fresh equity-linked funding: Warrant exercises added $782,849 of cash this quarter, following a $2.98 million equity raise and $671,450 debt extinguishment in the prior fiscal year.

Negative

• Net loss rose 661%: Quarterly net loss increased to $991,838 from $130,384, driven by sharply higher pre-development, administrative and professional expenses with no offsetting revenue.
• Working capital declined: Working capital fell to $1,751,729 from $2,023,819 at April 30, 2026, reflecting cash burn from expanded project activities.
• Material weaknesses in disclosure controls: Management concluded disclosure controls and procedures were not effective due to material weaknesses linked to a small accounting staff and limited segregation of duties.
• Ongoing need for external financing: The company states it will need additional capital for permitting and development and may have to delay exploration or cease operations if financing is unavailable.

Filing Explained

As of July 31, 2026, warrant exercises had increased common shares, while 36,187,512 warrants and 9,900,000 options remained potential future dilution.

As a Form 10-Q, this filing reports unaudited quarterly financial information for the period ended July 31, 2026, including completed warrant exercises and later capitalization events.

During the quarter, Star Gold issued 9,785,613 common shares upon warrant exercise, increasing shares outstanding from 193,927,180 to 203,923,730; absent offsetting changes, that reduces an existing holder’s percentage ownership.

At quarter-end, the company listed 36,187,512 warrants outstanding, all expiring on February 26, 2027, and 9,900,000 stock options, none of which had vested. It identified 46,087,512 options and warrants as possible dilution but excluded them from diluted earnings per share because their effect was anti-dilutive for the quarter.

After quarter-end, the company issued 1,500,000 service warrants and 300,000 service shares, while 312,500 warrants were exercised for 25,000 cash on August 26, 2026. The filing says additional financing will be required for the final-permit process and lists offerings, private placements, mergers, or debt as possible sources, not committed funding.

Key Figures

Net loss: $991,838 Total operating expenses: $999,404 Cash and cash equivalents: $1,965,745 +5 more

8 metrics

Net loss $991,838 Three months ended July 31, 2026; up from $130,384 a year earlier

Total operating expenses $999,404 Three months ended July 31, 2026; previously $114,650

Cash and cash equivalents $1,965,745 Balance at July 31, 2026

Working capital $1,751,729 As of July 31, 2026, versus $2,023,819 at April 30, 2026

Stockholders’ equity $2,580,073 As of July 31, 2026; down from $2,727,386 at April 30, 2026

Net cash used by operating activities $636,313 Three months ended July 31, 2026; previously $56,407

Common shares outstanding 203,923,730 shares As of July 31, 2026; 193,927,180 at April 30, 2026

Warrants outstanding 36,187,512 warrants at $0.08 Outstanding at July 31, 2026; expire February 26, 2027

Key Terms

Net Smelter Royalty, reclamation bond, Environmental Impact Statement, working capital, +2 more

6 terms

Net Smelter Royalty financial

"The Company shall pay a 3% Net Smelter Royalty (“NSR”) within thirty"

A net smelter royalty (NSR) is a contractual payment to the holder of mineral rights equal to a fixed percentage of the revenue from the sale of mined metals after they have been processed and basic costs like smelting and transport are deducted. Think of it as a toll on each shipment of metal: it reduces the operator’s take from production but provides the royalty holder with a steady, production-linked income stream that investors use to value both mines and royalty assets.

reclamation bond regulatory

"the Company has reclamation bonds of $189,400 and $89,400, respectively"

A reclamation bond is a cash deposit or financial guarantee a company must post with regulators to pay for restoring land and cleaning up environmental damage after activities like mining or large construction projects. Think of it as a security deposit for the site: if the company can't or won't do the cleanup, regulators use the bond to pay contractors. For investors this matters because bonds tie up cash or credit, increase project costs, and reduce the risk that future environmental liabilities suddenly hit shareholders.

Environmental Impact Statement regulatory

"prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project"

An environmental impact statement is a formal report that evaluates the likely effects a proposed project or plan will have on air, water, land, wildlife and local communities; it lays out potential harms, proposed mitigation measures, and alternatives. Think of it as a project’s environmental report card and repair plan: regulators use it to decide permits, and investors use it to assess delays, extra costs, legal risks and reputation exposure tied to environmentally sensitive issues.

working capital financial

"Working capital | $ | 1,751,729 | | | $ | 2,023,819"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

diluted EPS financial

"Basic and diluted loss per share | $ | (0.01"

Diluted earnings per share (EPS) shows how much profit a company makes for each share of stock, assuming all possible shares from stock options or convertible securities are used. It provides a more conservative estimate than basic EPS, accounting for potential share increases that could dilute ownership. Investors use diluted EPS to get a clearer picture of a company's true profitability on a per-share basis.

exploration stage technical

"Star Gold Corp. is an exploration stage company with currently no producing mines"

Earnings Snapshot

Net loss: $991,838

Three months ended July 31, 2026

Net loss $991,838 Increased by $861,454 from $130,384 a year earlier (661%)

Total operating expenses $999,404 Up from $114,650 for the prior-year quarter

Pre-development expenses $469,683 Increased from $13,989, driven by permitting and engineering work

Cash and cash equivalents $1,965,745 Up from $1,931,209 at April 30, 2026

Net cash used by operating activities $636,313 Higher than $56,407 used in the prior-year quarter

Working capital $1,751,729 Down from $2,023,819 at April 30, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Star Gold Corp. (SRGZ) perform financially in the quarter ended July 31, 2026?

Star Gold reported no revenue and a net loss of $991,838 for the three months ended July 31, 2026, compared with a $130,384 net loss a year earlier, as operating expenses rose to $999,404 from $114,650.

What is Star Gold (SRGZ)’s liquidity and debt position as of July 31, 2026?

As of July 31, 2026, the company had $1,965,745 in cash, $1,751,729 of working capital, no outstanding debt, and stockholders’ equity of $2,580,073. Management concluded liquidity is probably sufficient for at least one year.

How much did Star Gold (SRGZ) spend on Longstreet-related pre-development and exploration this quarter?

For the three months ended July 31, 2026, pre-development expenses were $469,683 and mineral exploration expenses were $78,343, up from $13,989 and $30,866, respectively, as the company advanced permitting and technical work on the Longstreet Property.

What progress did Star Gold (SRGZ) make on permitting for the Longstreet Project?

The company received BLM approval on June 17, 2026 for exploration and Forest Service plan-of-operation approval on May 21, 2026, enabling hydrology, geology, and geotechnical work needed to prepare an Environmental Impact Statement for Longstreet.

How was Star Gold (SRGZ)’s recent cash funding obtained?

During the three months ended July 31, 2026, the company received $782,849 in cash from the exercise of 9,785,613 warrants. In the year ended April 30, 2026, it had also raised $2,984,000 through equity issuance and extinguished $671,450 of promissory and convertible notes.

What did Star Gold (SRGZ) disclose about its internal controls and disclosure procedures?

Management concluded that as of July 31, 2026, disclosure controls and procedures were not effective due to material weaknesses tied to a small accounting staff and limited segregation of duties, mitigated in part by management oversight and external advisors.

How many Star Gold (SRGZ) shares and warrants were outstanding around quarter-end?

At July 31, 2026, there were 203,923,730 common shares outstanding and 36,187,512 warrants outstanding with a $0.08 exercise price expiring February 26, 2027. As of August 31, 2026, common shares outstanding were 204,536,230.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2026

☐ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-52711

STAR GOLD CORP.

(Exact name of small business issuer as specified in its charter) 

Nevada	27-0348508
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
174 E Neider Ave - #222 Coeur d’Alene, Idaho 83815 (Address of principal executive office)	83815 (Postal Code)

(208) 664-5066

(Issuer’s telephone number)

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value,	SRGZ	OTCQB

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

Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically and the link to filings every Interactive Data File required to be submitted 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 filed). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” 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 ☒

As of August 31^st, 2026 there were 204,536,230 shares of registrant’s common stock, $0.001 par value, issued and outstanding.

Page 1 of 20

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Contents

PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	17
PART II - OTHER INFORMATION		17
ITEM 1.	LEGAL PROCEEDINGS.	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	MINE SAFETY DISCOSURES.	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	18

Page 2 of 20

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STAR GOLD CORP.

CONDENSED INTERIM BALANCE SHEETS (UNAUDITED)

		July 31, 2026				April 30, 2026
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,965,745			$	1,931,209
Other current assets (NOTE 5)			203,366				216,962
TOTAL CURRENT ASSETS			2,169,111				2,148,171
MINING INTEREST (NOTE 4)			626,167				614,167
RECLAMATION BOND (NOTE 4)			189,400				89,400
OTHER ASSETS – NON-CURRENT (NOTE 5)			12,777				-
TOTAL ASSETS		$	2,997,455			$	2,851,738
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	417,382			$	124,352
TOTAL CURRENT LIABILITIES			417,382				124,352
TOTAL LIABILITIES			417,382				124,352
COMMITMENTS AND CONTINGENCIES (NOTE 4)			-				-
STOCKHOLDERS’ EQUITY
Preferred Stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding			-				-
Common Stock, $.001 par value; 1,000,000,000 shares authorized; 203,923,730 and 193,927,180 shares issued and outstanding as of July 31, 2026 and April 30, 2026, respectively.			203,924				193,927
Additional paid-in capital			17,307,762				16,473,234
Accumulated deficit			(14,931,613	)			(13,939,775	)
TOTAL STOCKHOLDERS’ EQUITY			2,580,073				2,727,386
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,997,455			$	2,851,738

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

Page 3 of 20

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STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

		Three months ended July 31,
		2026				2025
OPERATING EXPENSE
Mineral exploration expense		$	78,343			$	30,866
Pre-development expense			469,683				13,989
Professional fees			97,957				42,366
Management and administrative			353,421				27,429
TOTAL OPERATING EXPENSES			999,404				114,650
LOSS FROM OPERATIONS			(999,404	)			(114,650	)
OTHER INCOME (EXPENSE)
Interest income			7,566				-
Interest expense, related parties			-				(15,734	)
TOTAL OTHER INCOME (EXPENSE)			7,566				(15,734	)
NET LOSS BEFORE INCOME TAXES			(991,838	)			(130,384	)
Provision for income taxes			-				-
NET LOSS		$	(991,838	)		$	(130,384	)
Basic and diluted loss per share		$	(0.01	)		$Nil
Basic and diluted weighted average shares outstanding			196,205,897				97,290,810

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

Page 4 of 20

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STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three months ended July 31, 2026 and 2025

		Common stock																Total
		Shares				Par Value				Additional				Accumulated				Stockholders’
										Paid-in Capital				Deficit				Equity (Deficit)
BALANCE, April 30, 2025			97,290,810			$	97,291			$	12,702,879			$	(13,114,925	)		$	(314,755	)
Net loss															(130,384	)			(130,384	)
BALANCE, July 31, 2025			97,290,810			$	97,291			$	12,702,879			$	(13,245,309	)		$	(445,139	)
BALANCE, April 30, 2026			193,927,180			$	193,927			$	16,473,234			$	(13,939,775	)		$	2,727,386
Shares issued for warrant exercise			9,785,613				9,786				773,063								782,849
Shares issued for services			210,937				211				14,555								14,766
Stock based compensation - options											46,910								46,910
Net loss															(991,838	)			(991,838	)
BALANCE, July 31, 2026			203,923,730			$	203,924			$	17,307,762			$	(14,931,613	)		$	2,580,073

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

Page 5 of 20

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STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

		Three months ended
		July 31, 2026				July 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(991,838	)		$	(130,384	)
Adjustments to reconcile net loss to net cash used by operating activities
Shares issued for services			14,766				-
Stock based compensation - options			46,910				-
Changes in operating assets and liabilities:
Other current assets			13,596				1,259
Other non-current assets			(12,777	)			-
Accounts payable and accrued liabilities			293,030				56,986
Accrued interest, related parties			-				15,732
Net cash used by operating activities			(636,313	)			(56,407	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interest			(12,000	)			(12,000	)
Payments for collateral for reclamation bond			(100,000	)			-
Net cash used by investing activities			(112,000	)			(12,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note payable, related parties			-				68,000
Proceeds from exercise of warrants			782,849				-
Net cash provided by financing activities			782,849				68,000
Net increase (decrease) in cash and cash equivalents			34,536				(407	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			1,931,209				11,374
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	1,965,745			$	10,967

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

Page 6 of 20

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STAR GOLD CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2026

NOTE 1 – NATURE OF OPERATIONS

Star Gold Corp. (the “Company”) was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.

The Company’s core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company’s exploration work will ultimately discover or produce any economically viable minerals.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The condensed balance sheet at  April 30, 2026 was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements. Operating results for the three month period ended  July 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2027.

These unaudited condensed interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2026 filed with the Securities and Exchange Commission on July 22, 2026.

The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.

Going Concern

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 completed on February 26, 2026, 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 sale of its common stock, 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.

Financial Instruments 

The Company's financial instruments as of July 31, 2026 and April 30, 2026 include cash and cash equivalents and reclamation bonds.

Cash and cash equivalents and reclamation bonds are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at July 31, 2026 and April 30, 2026.

New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its financial statements and disclosures.

Accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Reclassifications

Certain reclassifications have been made to the prior period financial statements in order to conform to the current presentation.  These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.  

Page 7 of 20

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 3 – EARNINGS PER SHARE

Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, convertible promissory notes including accrued interest and warrants.

The outstanding securities on July 31, 2026 and 2025 that could have a dilutive effect are as follows:

		July 31, 2026				July 31, 2025
Stock options			9,900,000				2,500,000
Convertible promissory notes and accrued interest, related parties			-				32,198,382
Warrants			36,187,512				2,000,000
Total possible dilution			46,087,512				36,698,382

For the three months ended  July 31, 2026 and 2025, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes and accrued interest, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.

NOTE 4 –MINING INTEREST

The following is a summary of the Company’s mining interest on  July 31, 2026 and April 30, 2026.

		July 31, 2026				April 30, 2026
Mining interest - Longstreet			626,167				614,167
Total		$	626,167			$	614,167

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

On August 24, 2020, the Company executed an amendment which grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.

In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the three months ended  July 31, 2026 and 2025, respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.

At July 31, 2026 and April 30, 2026, the Company has reclamation bonds of $189,400 and $89,400, respectively, with the United States Department of Agriculture-Forest Service as collateral on the Longstreet Property. As of June 12, 2026, the Company provided $100,000 to the BLM in the form of a second reclamation bond of to conduct exploration in the Longstreet Exploration Project. The bonds are collateral on reclamation of planned drilling activities on the Longstreet Property and are refundable subject to the Company completing defined reclamation actions upon completion of drilling.

NOTE 5 –OTHER ASSETS

		July 31, 2026				April 30, 2026
Prepaid insurance			18,106				38,369
Deferred offering costs			178,593				178,593
Option on water rights agreement			19,444				-
Total other assets			216,143				216,962
Less: other current assets			(203,366	)			(216,962	)
Total other assets – non-current		$	12,777			$	-

On July 10, 2026, the Company signed an option and lease of water rights for the Longstreet property.  For a payment of $20,000 the contract provides Star Gold a three-year option to commence the lease of water rights pending the completion of permitting at the site.  If mine operating permits are not obtained within three years, the Company may continue the option agreement annually for up to three additional years for $30,000 per year.  The lease of water rights is for ten years commencing on the date from which the first ore is placed on the leach pad.  The Company has the option to extend the lease for a total of thirty consecutive years.  The $20,000 payment has been deferred and is being amortized on a straight-line basis over the three year option period.

NOTE 6– RELATED PARTY TRANSACTIONS

For the three month ended July 31, 2026 and three months ended July 31, 2025, the Company recognized interest expense, related parties of $nil and $15,734, respectively. For most of the year ended April 30, 2026, the Company had outstanding promissory notes due to related parties.  On February 26, 2026, all outstanding notes and related accrued interest were settled resulting in no outstanding balances at July 31, 2026 or April 30, 2026.   

Page 8 of 20

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

During the three month ended July 31, 2026, the Company incurred $50,287 in fees for the services of its Chief Financial Officer, Gerry Pascale, which were provided through SeatonHill Partners, LP, of which Mr. Pascale is a CFO Partner. For the three months ended July 31, 2025, the Company incurred $7,500 in fees for the services of its former CFO. These fees are included in management and administrative fees in the statements of operations. As of July 31, 2026, $6,988 payable to SeatonHill Partners, LP remained outstanding and is included in accounts payable and accrued liabilities on the balance sheet. As of April 30, 2026, $11,850 payable to SeatonHill Partners LP remained outstanding and included in accounts payable and accrued liabilities on the balance sheet.

NOTE 7 – STOCKHOLDERS’ EQUITY

During the three months ended July 31, 2026, the Company issued 9,785,613 shares of common stock upon the exercise of warrants for total proceeds of $782,849. During the same period, the Company issued 210,937 shares of common stock for investor relations and advisory services. During the three months ended July 31, 2025, the Company issued no shares of common stock.

Warrants 

The following is a summary of the Company’s warrants activity: 

						Weighted Average
		All warrants				Exercise Price
Balance outstanding at April 30, 2026			45,973,125			$	0.08
Issued			-
Exercised for cash			(9,785,613	)			(0.08	)
Balance outstanding at July 31, 2026			36,187,512			$	0.08

All warrants outstanding at July 31, 2026 expire on February 26, 2027. No warrants were issued, exercised, expired or forfeited during the three months ended July 31, 2025. 

Stock Options

The Company established the 2011 Stock Option/Restricted Stock Plan (the “2011 Plan”). The 2011 Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction. The Company’s current policy is to issue new shares to satisfy option exercises.

The Company had no outstanding options at April 30, 2026.    On June 12, 2026, the Company issued 9,900,000 options to purchase common shares with an exercise price of $0.18 to the management team.  The options vest every six months for three years and have a term of 5 years. 

The fair value of the stock options on the date of grant was $1,049,023 which will be expensed ratably over the vesting period.   For the three months ended July 31, 2026 and July 31, 2025, the Company recognized $46,910 and $nil, respectively, for compensation expense related to stock options which is included in Management and administrative expenses on the statement of operations.  

The following ranges of assumptions were used in the Black Scholes option pricing model calculation of the fair value of the option granted during the three months ended July 31, 2026:

Weighted Average Grant Date Assumptions	Three months ended July 31, 2026
Expected term (in years)	2.75	-	4.00
Risk-free interest rate	4.11	-	4.20%
Expected dividend yield		-
Expected volatility			81.56%
Fair value per option		$	0.106

Expected term – The expected term represents the period of time that options are expected to be outstanding.  As the Company does not have sufficient historical exercise behavior, it uses the simplified method as defined in Staff Accounting Bulletin Topic 14 for the expected term assumption.

Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant with an equivalent term approximating the expected term of the options.

Expected dividend yield – The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Expected volatility – The expected volatility is based on the average historical volatility of a peer group of comparable public companies because the Company's shares are thinly traded and its own historical volatility is not considered representative.

At July 31, 2026, none of the outstanding options have vested and $1,002,113 of unvested compensation will be recognized over the next 2.9 years. The aggregate intrinsic value of outstanding options at July 31, 2026, was $nil.

During the three months ended July 31, 2025, no options were issued, exercised, expired or forfeited under the Stock Option Plan.

Page 9 of 20

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 8– SUBSEQUENT EVENTS

On August 10, 2026, the Company issued 1,500,000 warrants for common stock for services. The warrants have an exercise price of $0.14 and vest in three equal tranches of 500,000 warrant shares each vesting on October 1, 2026, July 31, 2028 and January 31, 2029.

On August 14, 2026, the Company issued 300,000 shares of common stock for marketing services provided.

On August 26, 2026, the Company issued 312,500 shares of common stock for the exercise of warrants at $0.08 per share and received $25,000 cash.

 

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Table of Contents

  

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

● Risks related to environmental concerns;

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

● Risks related to mineral exploration and development activities;

● Risks related to mineral estimates;

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

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

● Risks related to the competitive industry of mineral exploration;

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

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

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

● 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 “Management’s Discussion and Analysis” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2026. The following statements may be forward-looking in nature and actual results may differ materially.

Page 11 of 20

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 an exploration 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 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”). The Longstreet Property in its entirety comprises 142 mineral claims.  The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is moving towards final permitting to begin production.

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 currently no producing mines, but the Company is working to bring its Longstreet Project into 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 has performed 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 bringing Longstreet to production and drill out the other targets on their property like; North, red Knob and Cyprus Ridge. The Company will also look for other prospects, which 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 Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay a 3% Net Smelter Royalty (“NSR”) within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:

Property name		Longstreet
Third parties		Great Basin Resources, Inc. and Clifford
Number of claims		142 (1)(2)(3)(4)
Acres (approx.)		2,500
Agreements/Royalties
Royalties		3% Net Smelter Royalty (“NSR”) ”) – The Company holds an option to purchase 50% of NSR for $1,750,000.
Annual advance royalty payment	$	12,000

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

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

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

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

Compliance with Government Regulations

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

United States

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

Page 12 of 20

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 pre-development stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time.

Competition

Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact Star Gold Corp.’s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.

The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.

Office and Other Facilities

Star Gold Corp. currently maintains its administrative offices at 174 E Neider Ave. #222, Coeur d’Alene, ID 83815. The telephone number is (208) 664-5066. Star Gold Corp. does not currently own title to any real property.

Employees

The Company has no employees as of the date of this Quarterly Report on Form 10-Q. Star Gold Corp. conducts business largely through independent contractor agreements with consultants.

Research and Development Expenditures

The Company has not incurred any research expenditures since incorporation.

Reports to Security Holders

The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov.

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Table of Contents

SELECTED FINANCIAL DATA.

		Three months ended
		July 31, 2026				July 31, 2025
Revenues		$	-			$	-
Total operating expenses			999,404				114,650
Loss from operations			(999,404	)			(114,650	)
Other income (expense)			7,566				(15,734	)
NET LOSS		$	(991,838	)		$	(130,384	)
Weighted average shares of common stock (basic and diluted)			196,205,897				97,290,810
Income (loss) per share (basic and diluted)		$	(0.01	)		$Nil

BALANCE SHEET INFORMATION

		July 31, 2026				April 30, 2026
Working capital		$	1,751,729			$	2,023,819
Total assets			2,997,455				2,851,738
Accumulated deficit			14,931,613				13,939,775
Stockholders’ equity			2,580,073				2,727,386

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.

The Company received BLM Approval (June 17^th, 2026) for exploration and also received approval (May 21^st, 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.

For the fiscal year ending April 30, 2027, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project:

Hydrology Drilling – 2 to 4 holes expected to be sufficient:

Geochemical analysis – design of program for submission to State of Nevada involves some core drilling;

Plan of Operations Development (Mine Plan, Civil Engineering Design)

Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS 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.

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

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

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

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

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Table of Contents

RESULTS OF OPERATIONS

		For the three months ended
		July 31, 2026				July 31, 2025				$ Change				Pct. Change
Mineral exploration expense		$	78,343			$	30,866			$	47,477				154	%
Pre-development expense			469,683				13,989				455,694				3,258	%
Professional fees			97,957				42,366				55,591				131	%
Management and administrative			353,421				27,429				325,992				1,189	%
Interest expense, related parties			-				15,734				(15,734	)			(100	)%
Interest (income)			(7,566	)			-				(7,566	)			n/a
Total		$	991,838			$	130,384			$	861,454				661	%

The increase in expenses relate to the Company moving forward on the permitting of its Longstreet Property which as of July 31, 2025, had been dormant for the last 4 years.

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.

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

Total net loss for the three months ended 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.

Mineral exploration expense 

		For the three months ended
		July 31, 2026				July 31, 2025				$ Change				Pct. Change
Claims expense			32,921				30,866				2,055				7	%
Mining and exploration expenses			45,422				-				45,422				n/a
Total mineral exploration expense		$	78,343			$	30,866			$	47,477				154	%

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.  

Pre-development expense

		For the three months ended
		July 31, 2026				July 31, 2025				$ Change				Pct. Change
Environmental and permitting expenses			218,511				-				218,511				n/a
Exploration and engineering expenses			251,172				13,989				237,183				1,696	%
Total pre-development expense		$	469,683			$	13,989			$	455,694				3,258	%

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.

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Table of Contents

Professional fees

		For the three months ended
		July 31, 2026				July 31, 2025				$ Change				Pct. Change
Audit and accounting		$	38,724			$	25,000			$	13,724				55	%
Legal fees			44,784				3,914				40,870				1,044	%
Public company expense			14,449				13,452				997				7	%
Total professional fees		$	97,957			$	42,366			$	55,591				131	%

There are no pending legal issues or contingencies as of July 31, 2026.

Legal fees of $44,784 for the three months ended July 31, 2026 increased by $40,870 compared to the three months ended July 31, 2025 expense of $3,914. The increase in total legal fees is mainly due to increased expenses as the Company prepares to ramp up the permitting process and grow its investor base.

Management and administrative expense

		For the three months ended
		July 31, 2026				July 31, 2025				$ Change				Pct. Change
General administrative and insurance		$	187,248			$	19,245			$	168,003				873	%
Management fees and payroll			149,259				7,500				141,759				1,890	%
Office and computer expense			2,786				684				2,102				307	%
Travel expense			14,128				-				14,128				n/a
Total		$	353,421			$	27,429			$	325,992				1,189	%

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.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

		July 31, 2026				April 30, 2026
Current assets		$	2,169,111			$	2,148,171
Current liabilities			417,382				124,352
Working capital		$	1,751,729			$	2,023,819

CASH FLOWS

		Three months ended
		July 31, 2026				July 31, 2025
Cash flow used by operating activities		$	(636,313	)		$	(56,407	)
Cash flow used by investing activities			(112,000	)			(12,000	)
Cash flow provided by financing activities			782,849				68,000
Net increase (decrease) in cash during period		$	34,536			$	(407	)

As of July 31, 2026, the Company had cash on hand of $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 July 31, 2026, the Company received cash of $782,849 through the exercise of 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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OFF-BALANCE SHEET ARRANGEMENTS

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.

Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended July 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2026 which was filed with the SEC on July 22, 2026.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

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

ITEM 5. OTHER INFORMATION.

None

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ITEM 6.	EXHIBITS.
Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Bylaws, as amended.(1)
4.1	Form of Share Certificate.(1)
10.1	Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1)
10.2	Declaration of Trust executed by Guy R. Delorme.(1)
10.3	Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.(3)
10.4	Amendment to Longstreet Property Option Agreement dated December 10, 2014 between Minquest, Inc. and Star Gold Corp.(3)
10.5	Amendment to Longstreet Property Option Agreement dated January 5, 2016 between Minquest, Inc. and Star Gold Corp.(3)
10.6	Option and Lease of Water Rights Agreement dated January 19, 2017 between Stone Cabin Company, LLC and Star Gold Corp.(3)
10.7	Option and Lease of Water Rights Agreement dated August 21, 2017 between High Test Hay, LLC and Star Gold Corp.(4)
10.8	Option and Lease of Water Rights Agreement dated July 10, 2026 between High Test Hay, LLC and Star Gold Corp.
10.9	2019 Amendment to Longstreet Property Option Agreement(5)
14.1	Code of Ethics.(2)
31.1	Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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99.1	Shareholder Letter January 23, 2017(7)
99.2	Shareholder Letter March 20, 2018(8)
99.3	Longstreet Property Press Release August 14, 2019(5)
99.4	Shareholder Letter September 10, 2019(9)
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Filed with the SEC as an exhibit to the Company’s Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended.
(2)	Filed with the SEC on February 02, 2012, as an exhibit to Form 8-K.
(3)	Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K.
(4)	Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K.
(5)	Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K.
(6)	Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K.
(7)	Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K.
(8)	Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K.
(9)	Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K.
(*)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

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SIGNATURES

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

			STAR GOLD CORP.
Date:	September 14, 2026	By:	/s/ Gerard Pascale
			Chief Financial Officer and Secretary
			(Principal Financial Officer)
Date:	September 14, 2026		/s/ LINDSAY E. GORRILL
		By:	Lindsay E. Gorrill
			Chief Executive Officer

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