Star Gold raises $3.68M in private placement

Rhea-AI Filing Summary

Star Gold Corp. completed a private placement of common stock and warrants, raising $3,677,850 through the issuance of 91,946,250 units at $0.04 per unit under Section 4(a)(2) and Rule 506(b) of Regulation D.

Each unit includes one share of common stock and a warrant to buy one-half additional share within twelve months at an exercise price of $0.08 per full share. The placement involved 40 investors, including 38 accredited investors and six affiliates such as the chief financial officer and all three board members.

Insights

Capital markets analyst

Star Gold raises $3.68M via a highly dilutive stock-and-warrant private placement.

Star Gold Corp. secured $3,677,850 by issuing 91,946,250 units of common stock and warrants at $0.04 per unit under a Rule 506(b) private placement. Consideration came from both new capital and conversions of existing debt, improving liquidity and potentially strengthening the balance sheet.

Each unit carries a warrant for one-half additional share exercisable within twelve months at $0.08 per full share. This structure introduces meaningful potential future share issuance if warrants are exercised. The investor base includes 40 participants, mostly accredited investors.

Six affiliates participated, including the chief financial officer and all three board members. Their involvement aligns management with the financing terms but also concentrates ownership decisions among insiders. Subsequent filings may provide more detail on post-transaction share counts, warrant exercises, and the mix between debt conversion and fresh cash.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

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

What did Star Gold Corp. (SRGZ) announce in its February 27, 2026 8-K?

Star Gold Corp. reported closing a private placement of common stock and warrants, raising $3,677,850. The company issued 91,946,250 units at $0.04 per unit under Section 4(a)(2) and Rule 506(b), combining new capital with debt conversion.

How much capital did Star Gold Corp. (SRGZ) raise and on what terms?

Star Gold raised $3,677,850 by issuing 91,946,250 units at $0.04 per unit. Each unit includes one common share and a warrant for one-half share, exercisable within twelve months at an exercise price of $0.08 per full share of common stock.

What securities were issued in Star Gold Corp.’s February 2026 private placement?

Star Gold issued 91,946,250 units, each consisting of one share of common stock and a warrant to purchase one-half additional share. The warrants are exercisable within twelve months at an exercise price of $0.08 per full share of common stock.

Was Star Gold Corp.’s $3.68 million financing a registered offering?

No. The transaction was an unregistered private placement of equity securities. It was conducted under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, which are exemptions from the standard registration requirements.

Who participated in Star Gold Corp.’s February 2026 private placement?

The offering involved 40 investors, including 38 accredited investors and six affiliates of the company. Affiliates included the chief financial officer and all three members of the board of directors, which comprise the CEO and the president.

What is the structure of the warrants issued by Star Gold Corp. (SRGZ)?

Each unit includes a warrant to purchase one-half share of common stock. These warrants are exercisable within twelve months at an exercise price of $0.08 per full share, potentially leading to additional equity issuance if holders exercise.

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

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Accepted by SEC EDGAR 03/04/2026 - 04:23 PM Learn about SEC filing dates

false 0001401835 0001401835 2026-02-27 2026-02-27

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)

February 27, 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

(Registrant’s 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On February 27, 2026 Star Gold Corp. (“Star Gold” or the “Company”) closed a private placement of its Common Stock and Warrants to purchase Common Stock. The private placement was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”) and Rule 506(b) of Regulation D promulgated pursuant to the Act. The Company raised an aggregate of $3,677,850 (in a combination of debt conversion and new capital) through the issuance of 91,946,250 Units at ($.04 per Unit) with each Unit consisting of one (1) share of Common Stock and a Warrant to purchase one-half (1/2) additional share of Common Stock, within twelve (12) months, at the exercise price of $.08 per full share of Common Stock. The offering consisted of a total of forty (40) investors of which thirty-eight (38) were accredited investors and six (6) are considered affiliates of the Company (including the Company’s Chief Financial Officer and all three (3) members of the Company’s Board of Directors (which include the Company’s CEO and its President)).

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 4th day of March, 2026.

	STAR GOLD CORP.
	BY:	/s/ Lindsay E. Gorrill
		Lindsay E. Gorrill, CEO

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.9 KB