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Star Gold (OTCQB: SRGZ) shifts to Sadler Gibb after Assure CPA merger

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Star Gold Corp. has appointed Sadler, Gibb & Associates, LLC as its new independent registered public accounting firm for the fiscal year ending April 30, 2026, following the merger of its prior auditor, Assure CPA, LLC, into Sadler Gibb.

Assure CPA’s audits for the years ended April 30, 2024 and 2025 contained no adverse or qualified opinions, other than an explanatory paragraph expressing substantial doubt about Star Gold’s ability to continue as a going concern. The company reports no disagreements or reportable events with Assure CPA and has filed Assure’s confirming letter as an exhibit.

Star Gold describes itself as a U.S.-focused precious metals company advancing its 100% owned Longstreet Gold-Silver Project in Nye County, Nevada, covering about 2,600 acres across 142 unpatented mining claims.

Positive

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Insights

Auditor change stems from a merger, with no reported disputes.

Star Gold Corp. is transitioning its audit engagement to Sadler, Gibb & Associates, LLC after prior auditor Assure CPA, LLC merged into that firm. The audit committee approved both the resignation of Assure CPA and the engagement of Sadler Gibb.

The company states there were no disagreements or reportable events with Assure CPA over accounting principles, disclosures, or audit procedures for fiscal 2024, 2025, and through June 3, 2026. Assure’s prior reports did, however, include a going concern explanatory paragraph, highlighting substantial doubt about Star Gold’s ability to continue operating.

Sadler Gibb had not been consulted previously on accounting matters or potential audit opinions for Star Gold’s financial statements. Future filings for the year ending April 30, 2026 will show how the new auditor’s views align with past going concern disclosures.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Former audit years covered Fiscal years ended April 30, 2024 and 2025 Assure CPA audit reports with going concern paragraph
New audit year Fiscal year ending April 30, 2026 Engagement of Sadler, Gibb & Associates, LLC
Merger notice date June 3, 2026 Assure CPA merger into Sadler Gibb and resignation
Audit committee approval date June 4, 2026 Resignation of Assure CPA and engagement of Sadler Gibb
Longstreet Project size Approximately 2,600 acres Star Gold’s 100% owned Longstreet Gold-Silver Project in Nevada
Mining claims at Longstreet 142 unpatented mining claims 137 unpatented plus 5 additional unpatented claims
independent registered public accounting firm regulatory
"Assure CPA, LLC, which served as the independent registered public accounting firm of Star Gold Corp."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"each of Assure CPA, LLC's reports contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
reportable events regulatory
"there were (i) no disagreements ... and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K."
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
asset purchase agreement financial
"Assure CPA, LLC, ... merged into Sadler, Gibb & Associates, LLC pursuant to an asset purchase agreement."
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
unpatented mining claims financial
"The 100% owned Longstreet Project spans approximately 2,600 acres, comprising of 137 unpatented mining claims and 5 additional unpatented claims."
A claim to minerals on public land where the holder has the right to explore and extract resources but does not own the surface or the underlying land title. Like renting a plot to dig for treasure while the government still owns the ground, these claims give producers potential access to valuable ore but carry extra risks — they can require permits, be contested or lost, and often complicate financing and company valuation for investors.
Environmental Impact Statement (EIS) technical
"progressing the technical studies and documentation required to support a potential Environmental Impact Statement (EIS) and move to production"
An environmental impact statement (EIS) is a detailed, government‑required report that evaluates how a proposed project or activity could affect air, water, land, wildlife and local communities, and describes measures to reduce those effects. For investors it matters because an unfavorable or incomplete EIS can delay permits, raise costs, invite legal challenges or fuel public opposition—think of it as a project’s environmental blueprint and scorecard that shapes timeline, liability and long‑term value.
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false 0001401835 0001401835 2026-06-05 2026-06-05
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
June 5, 2026
 
STAR GOLD CORP.
(Exact name of registrant as specified in its charter)
 
IRS Employer Identification No. 27-0348508
 
Nevada
(State or other jurisdiction of incorporation)
 
000-52711
(Commission File No.)
 
174 E. Neider Ave., Suite 222
Coeur d’Alene, ID 83815
(Address of principal executive offices and Zip Code)
(208) 664-5066
(Registrants telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered under Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered 
Common
 
SRGZ
 
OTCQB
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.  ☐
 
 

 
 
Item 4.01. Changes in Registrant’s Certifying Accountant
 
Star Gold Corp. Announces Sadler Gibb & Associates LLC as New Audit Firm
 
On June 3, 2026, we were notified that Assure CPA, LLC, which served as the independent registered public accounting firm of Star Gold Corp. (the “Company”), merged into Sadler, Gibb & Associates, LLC pursuant to an asset purchase agreement. As a result of the transaction, Assure CPA, LLC ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm.
 
The resignation of Assure CPA, LLC and the engagement of Sadler, Gibb & Associates, LLC described in paragraph (b) below were approved by the Audit Committee of the Company’s Board of Directors on June 4, 2026.
 
Assure CPA, LLC’s audit reports on the Company’s financial statements for the fiscal years ended April 30, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles except that each of Assure CPA, LLC 's reports contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
 
During the fiscal years ended April 30, 2024 and 2025 and the subsequent interim period through June 3, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure CPA, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure CPA, LLC’s satisfaction, would have caused Assure CPA, LLC to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
 
The Company has provided Assure CPA, LLC with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure CPA, LLC furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. A copy of Assure CPA, LLC’s letter, dated June 4, 2026, is filed as Exhibit 16.1 hereto.
 
(b) Engagement of New Independent Registered Public Accounting Firm.
 
On June 4, 2026, the Audit Committee approved the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026.
 
During the fiscal years ended 2024 and 2025 and the subsequent interim period through June 3, 2026, neither the Company nor anyone on its behalf consulted with Sadler, Gibb & Associates, LLC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Sadler, Gibb & Associates, LLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).
 
About Star Gold Corp.
 
Star Gold is a U.S.-focused precious metals company developing scalable,
high-margin gold and silver assets in Nevada. In one of the world's premier and most established mining jurisdictions. Star Gold is focused on advancing its flagship Longstreet Gold-Silver Project in Nye County, Nevada. The 100% owned Longstreet Project spans approximately 2,600 acres, comprising of 137 unpatented mining claims and 5 additional unpatented claims. Star Gold is strategically progressing the technical studies and documentation required to support a potential Environmental Impact Statement (EIS) and move to production, Star Gold is dedicated to responsible exploration and sustainable development. 
 
For more information, visit www.stargoldcorp.com
 
Investor Contact
Lindsay Gorrill
Chief Executive Officer
Lgorrill@stargoldcorp.com
(208) 664-5066
 
Send your requests to info@stargoldcorp.com
 
 

 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit No.
Document Description
16.1  Letter Assure CPA, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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 hereunto duly authorized.
 
 
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 hereunto duly authorized.
 
Dated this 5th day of June, 2026.
 
 
STAR GOLD CORP.
 
       
       
 
BY:
/s/ Lindsay Gorrill
 
   
Lindsay Gorrill, CEO
 
 
 

FAQ

What auditor change did Star Gold Corp. (SRGZ) disclose in this 8-K?

Star Gold Corp. appointed Sadler, Gibb & Associates, LLC as its independent registered public accounting firm for the fiscal year ending April 30, 2026, after prior auditor Assure CPA, LLC merged into Sadler Gibb and resigned its engagement with the company.

Did Star Gold (SRGZ) report any disagreements with its former auditor Assure CPA?

Star Gold states there were no disagreements with Assure CPA on accounting principles, financial statement disclosure, or auditing scope and procedures, and no reportable events, during fiscal years ended April 30, 2024 and 2025 and the interim period through June 3, 2026.

What going concern language did Assure CPA include in Star Gold’s (SRGZ) audit reports?

Assure CPA’s audit reports for Star Gold’s fiscal years ended April 30, 2024 and 2025 contained explanatory paragraphs expressing substantial doubt about the company’s ability to continue as a going concern, while otherwise avoiding adverse opinions or qualifications on accounting principles or audit scope.

When did Star Gold’s (SRGZ) audit committee approve the new auditor engagement?

Star Gold’s audit committee approved both Assure CPA’s resignation and the engagement of Sadler, Gibb & Associates, LLC as independent registered public accounting firm on June 4, 2026, following notice of Assure CPA’s merger into Sadler Gibb on June 3, 2026.

Did Star Gold (SRGZ) previously consult Sadler Gibb on accounting matters before hiring them?

Star Gold reports that during fiscal 2024, 2025, and through June 3, 2026, neither the company nor its representatives consulted Sadler, Gibb & Associates, LLC on applying accounting principles, potential audit opinions, or any matters involving disagreements or reportable events.

What mining project does Star Gold Corp. (SRGZ) highlight in this filing?

Star Gold highlights its 100% owned Longstreet Gold-Silver Project in Nye County, Nevada, describing it as a U.S.-focused precious metals asset covering approximately 2,600 acres across 137 unpatented mining claims plus 5 additional unpatented claims.

Filing Exhibits & Attachments

5 documents