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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 January 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” 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 March 10th, 2026 there were 191,737,060 shares of registrant’s common stock, $0.001 par value, issued and outstanding.

Page 1 of 25

Table of Contents

Contents

PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION		22
ITEM 1.	LEGAL PROCEEDINGS.	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCOSURES.	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	23

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

STAR GOLD CORP.

CONDENSED INTERIM BALANCE SHEETS (UNAUDITED)

	January 31, 2026			April 30, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	266,144		$	11,374
Other current assets		86,077			4,417
TOTAL CURRENT ASSETS		352,221			15,791
MINING INTEREST (NOTE 4)		614,167			602,167
RECLAMATION BOND (NOTE 4)		89,400			89,400
TOTAL ASSETS	$	1,055,788		$	707,358
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	237,594		$	88,606
Accrued interest, related parties		160,623			112,133
Accrued interest		11,096			8,374
Current portion, promissory notes, related party		55,000			15,000
Current portion, convertible promissory notes		54,000			54,000
Current portion, convertible promissory notes, related parties		513,500			408,500
TOTAL CURRENT LIABILITIES		1,031,813			686,613
LONG TERM LIABILITIES:
PROMISSORY NOTE, RELATED PARTY (NOTE 5)		268,500			170,500
CONVERTIBLE PROMISSORY NOTES, RELATED PARTIES (NOTE 5)		60,000			165,000
TOTAL LIABILITIES		1,360,313			1,022,113
COMMITMENTS AND CONTINGENCIES (NOTE 4 and 5)		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
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; 108,540,810 and 97,290,810 shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively.		108,541			97,291
Additional paid-in capital		13,091,629			12,702,879
Accumulated deficit		(13,504,695	)		(13,114,925	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(304,525	)		(314,755	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,055,788		$	707,358

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

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STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

	Three months ended January 31,						Nine months ended January 31,
	2026			2025			2026			2025
OPERATING EXPENSE
Mineral exploration expense	$	-					$	30,866		$	30,866
Pre-development expense		77,646			2,646			101,668			5,169
Legal and professional fees		67,576			17,756			135,442			69,053
Management and administrative		16,148			20,252			69,149			58,423

TOTAL OPERATING EXPENSES		161,370			40,654			337,125			163,511
LOSS FROM OPERATIONS		(161,370	)		(40,654	)		(337,125	)		(163,510	)
OTHER INCOME (EXPENSE)
Interest expense		(2,481	)		(403	)		(4,296	)		(805	)
Interest expense, related parties		(17,135	)		(13,667	)		(48,491	)		(39,306	)
Foreign exchange gain (loss)		-			-			142			-
TOTAL OTHER INCOME (EXPENSE)		(19,616	)		(14,070	)		(52,645	)		(40,111	)
NET LOSS BEFORE INCOME TAXES		(180,986	)		(54,724	)		(389,770	)		(203,622	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(180,986	)	$	(54,724	)	$	(389,770	)	$	(203,622	)
Basic and diluted loss per share	$Nil			$Nil			$Nil			$Nil
Basic and diluted weighted average shares outstanding		101,570,702			97,290,810			98,717,441			97,290,810

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

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STAR GOLD CORP.

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

For the three and nine months ended January 31, 2026 and 2025

	Common Stock				Additional					Total
	Shares		Par Value		Paid-in		Accumulated			Stockholders’
	Issued		$.001 per share		Capital		Deficit			Equity (Deficit)
BALANCE, April 30, 2024		97,290,810	$	97,291	$	12,702,879	$	(12,857,539	)	$	(57,369	)
Net loss		-		-		-		(99,437	)		(99,437	)
BALANCE, July 31, 2024		97,290,810		97,291		12,702,879		(12,956,976	)		(156,806	)
Net loss		-		-		-		(49,461	)		(49,461	)
BALANCE, October 31, 2024		97,290,810		97,291		12,702,879		(13,006,437	)		(206,267	)
Net loss				-		-		(54,724	)		(54,724	)
BALANCE,January 31, 2025		97,290,810	$	97,291	$	12,702,879	$	(13,061,161	)	$	(260,991	)

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	)
Exercise of 2,500,000 warrants		2,500,000		2,500		47,500		-			50,000
Net loss		-		-		-		(78,400	)		(78,400	)
BALANCE, October 31, 2025		99,790,810		99,791		12,750,379		(13,323,709	)		(473,539	)
Proceeds from sale of common stock and warrants		8,750,000		8,750		341,250					350,000
Net loss								(180,986	)		(180,986	)
BALANCE, January 31, 2026		108,540,810	$	108,541	$	13,091,629	$	(13,504,695	)	$	(304,525	)

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

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STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
	January 31, 2026			January 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(389,770	)	$	(203,622	)
Changes in assets and liabilities:
Other current assets		(81,660	)		1,416
Accounts payable and accrued liabilities		148,988			45,663
Accrued interest, related parties		48,490			36,584
Accrued interest		2,722			2,722
Net cash used by operating activities		(271,230	)		(117,237	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interests		(12,000	)		(12,000	)
Net cash used by investing activities		(12,000	)		(12,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note payable, related parties		138,000			93,000
Proceeds from convertible notes payable, related parties		-			40,000
Proceeds from sale of common stock and warrants		350,000			-
Proceeds from exercise of warrants		50,000			-
Net cash provided by financing activities		538,000			133,000
Net increase (decrease) in cash and cash equivalents		254,770			3,763
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		11,374			5,168
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	266,144		$	8,931

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

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

OCTOBER 31, 2025

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, 2025 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 and nine-month periods ended January 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2026.

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, 2025 filed with the Securities and Exchange Commission on September 10, 2025.

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 financial statements, the Company has incurred operating losses since inception. As of January 31, 2026, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed balance sheet as of January 31, 2026, the Company has an accumulated deficit of $13,504,695. On January 31, 2026, the Company's working capital deficit was $679,592. The lack of sufficient working capital to meet current obligations, continuing losses and ongoing cash used by operating activities raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Achievement of the Company’s objectives will depend on the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders.

Financial Instruments

The Company's financial instruments include cash and cash equivalents, reclamation bonds, promissory notes, related party, convertible promissory notes and convertible promissory notes, related parties.

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

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The Company adopted this update on May 1, 2025. The adoption is not expected to have a significant impact on our financial statements and disclosures.

In November 2024, the 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 beginning after December 15, 2026, and interim periods beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our financial statements and disclosures.

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("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 April 30, 2025 financial statements in order to conform to the January 31, 2025 financial statement presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

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 January 31, 2026 and 2025 that could have a dilutive effect are as follows:

	January 31, 2026		January 31, 2025
Stock options		2,000,000		2,500,000
Convertible promissory notes and accrued interest, unrelated parties		2,358,766		2,216,515
Convertible promissory notes and accrued interest, related parties		30,884,712		28,959,625
Warrants		4,375,000		2,000,000
Total possible dilution		39,618,478		35,676,140

For the three and nine-months ended January 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 equipment and mining interest on January 31, 2026 and April 30, 2025.

	January 31, 2026		April 30, 2025
Mining interest - Longstreet		614,167		602,167
Total	$	614,167	$	602,167

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 nine months ended January 31, 2026 and 2025, respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.

At January 31, 2026 and April 30, 2025, the Company has a reclamation bond of $89,400 with the United States Department of Agriculture-Forest Service to increase the Reclamation Bond as collateral on the Longstreet Property. The bond is collateral on reclamation of planned drilling activities on the Longstreet Property and is refundable subject to the Company completing defined reclamation actions upon completion of drilling.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5– RELATED PARTY TRANSACTIONS

The following is a summary of the Company's Promissory notes, related parties and convertible promissory notes, related parties as of January 31, 2026:

Maturity date	Interest rate			Conversion price per share		Shares (if converted)		Principal amount		Accrued interest		Total
Promissory notes, related party
March 31, 2024		8	%	$	-		-	$	-	$	852	$	852
August 24, 2026		8	%		-		-		15,000		3,303		18,303
August 24, 2026		8	%		-		-		35,000		6,835		41,835
August 5, 2026		8	%		-		-		5,000		596		5,596
August 12, 2027		8	%		-		-		35,000		4,119		39,119
September 10, 2027		8	%		-		-		15,000		1,670		16,670
October 29, 2027		8	%		-		-		14,000		1,408		15,408
December 4, 2027		8	%		-		-		3,000		278		3,278
January 2, 2028		8	%		-		-		6,000		518		6,518
January 29, 2028		8	%		-		-		15,000		1,207		16,207
February 19, 2028		8	%		-		-		15,000		1,138		16,138
April 1, 2028		8	%		-		-		5,000		334		5,334
April 16, 2028		8	%		-		-		15,000		953		15,953
April 24, 2028		8	%		-		-		7,500		464		7,964
May 29, 2028		8	%		-		-		5,000		271		5,271
May 29, 2028		8	%		-		-		5,000		271		5,271
June 12, 2028		8	%		-		-		5,000		255		5,255
June 26, 2028		8	%		-		-		18,000		864		18,864
June 30, 2028		8	%		-		-		35,000		1,649		36,649
August 12, 2028		8	%		-		-		20,000		754		20,754
September 19, 2028		8	%		-		-		10,000		294		10,294
September 29, 2028		8	%		-		-		20,000		544		20,544
October 14, 2028		8	%		-		-		10,000		239		10,239
August 7, 2028		8	%		-		-		10,000		388		10,388
							-	$	323,500	$	29,204	$	352,704
Convertible promissory notes, related parties

April 30, 2026		5	%		0.05		3,045,748		126,000		26,287		152,287
April 14, 2026		8	%		0.02		16,606,575		260,000		72,132		332,132
April 14, 2026		8	%		0.02		2,295,411		37,500		8,408		45,908
October 24, 2026		8	%		0.0206		5,169,464		90,000		16,491		106,491
March 22, 2027		8	%		0.0165		1,392,777		20,000		2,981		22,981
June 26, 2027		8	%		0.0190		2,374,737		40,000		5,120		45,120
							30,884,712	$	573,500	$	131,419	$	704,919

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The following is a summary of the Company's Promissory notes, related parties and convertible promissory notes, related parties as of April 30, 2025:

Maturity date	Interest rate			Conversion price per share		Shares (if converted)		Principal amount		Accrued interest		Total
Promissory notes, related party
March 31, 2024		8	%	$	-		-	$	-	$	852	$	852
June 28, 2026		8	%		-		-		15,000		2,396		17,396
August 24, 2026		8	%		-		-		35,000		4,718		39,718
August 5, 2026		8	%		-		-		5,000		294		5,294
August 12, 2026		8	%		-		-		35,000		2,002		37,002
September 10, 2027		8	%		-		-		15,000		763		15,763
October 29, 2027		8	%		-		-		14,000		562		14,562
December 4, 2027		8	%		-		-		3,000		97		3,097
January 2, 2028		8	%		-		-		6,000		155		6,155
January 29, 2028		8	%		-		-		15,000		299		15,299
February 19, 2028		8	%		-		-		15,000		227		15,227
April 1, 2028		8	%		-		-		5,000		32		5,032
April 16, 2028		8	%		-		-		15,000		46		15,046
April 24, 2028		8	%		-		-		7,500		10		7,510
							-	$	185,500	$	12,453	$	197,953
Convertible promissory notes, related parties
April 30, 2025		5	%	$	0.05		2,950,471	$	126,000	$	21,619	$	147,619
April 14, 2026		8	%		0.02		15,820,150		260,000		56,403		316,403
April 14, 2026		8	%		0.02		2,182,000		37,500		6,140		43,640
October 24, 2026		8	%		0.0206		4,905,194		90,000		11,047		101,047
March 22, 2027		8	%		0.0165		1,319,455		20,000		1,771		21,771
June 26, 2027		8	%		0.0190		2,247,383		40,000		2,700		42,700
							29,424,653	$	573,500	$	99,680	$	673,180

At January 31, 2026 and April 30, 2025 the balance of accrued interest on the promissory notes, related party is $29,204 and $12,453, respectively, which is included in "Accrued interest, related parties" on the balance sheet.

At January 31, 2026 and April 30, 2025, the balance of accrued interest due to related parties from convertible promissory notes is $131,419 and $99,680 respectively, which is included in “Accrued interest, related parties” on the balance sheet.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 – STOCKHOLDERS EQUITY

Warrants

During the three and nine months ended January 31, 2026, the Company sold 8,750,000 units for total proceeds of $350,000. Each unit consisted of one share of common stock and one-half of one common stock purchase warrant. Two warrants are required to purchase one share of common stock at an exercise price of $0.08 per share for a period of one year from the date of issuance.

Warrant activity for the nine months ended January 31, 2026 included the issuance of 4,375,000 warrants in connection with the unit sale described above. During the same period, 2,500,000 warrants were exercised for proceeds of $50,000, resulting in the issuance of 2,500,000 shares of common stock. No warrants expired during the nine months ended January 31, 2026.

As of January 31, 2026, there were 4,375,000 warrants outstanding with an exercise price of $0.08 and a remaining term of approximately one year. No warrants were issued, exercised, or expired during the three and nine months ended January 31, 2025.

Options issued under the 2011 Stock Option/Restricted Stock Plan

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 total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of January 31, 2026 and April 30, 2025, respectively, there was no unrecognized compensation cost related to stock-based options and awards. During the three months ended January 31, 2026, 500,000 options were forfeited. As of January 31, 2026, 2,000,000 options are outstanding with a remaining average term of the 2011 Plan option grants was 0.25 years. As of January 31, 2026, the weighted average exercise price of the options issued under the 2011 plan was $0.06 and the weighted average term was 0.25 years.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The aggregate intrinsic value of all options vested and exercisable at January 31, 2026, was $79,600 based on the Company’s closing price of $0.0998 per common share at January 31, 2026. The Company’s current policy is to issue new shares to satisfy option exercises.

NOTE 7– SUBSEQUENT EVENTS

On February 27, 2026 the Company closed a private placement for the issuance of 65,850,000 units at a price of $0.04 per unit, generating proceeds of $2,634,000. Each unit consists of one share of common stock and a warrant to purchase one-half share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.

In addition, the Company converted $693,850 of existing debt to 17,346,250 units at a price of $0.04 per unit. Each unit consists of one share of common stock and a warrant to purchase one-half share of common stock. The warrants are exercisable at $0.08 per full share and expire twelve months from the date of issuance.

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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.

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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, 2024. The following statements may be forward-looking in nature and actual results may differ materially.

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 a 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.

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: 75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers, pursuant to the “Clifford Lease”; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration.

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 a exploration stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. 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 remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.

The Company will perform 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 assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.

The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.

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The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay an aggregate 3% Net Smelter Royalty (“NSR”), divided between Great Basin Resources, Inc. (“Great Basin”) and Clifford within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:

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”)
	Annual advance royalty payment	$12,000

(1)

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 Clifford 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.

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.

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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. #122, 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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SELECTED FINANCIAL DATA.

	Nine months ended
	January 31, 2026			January 31, 2025
Revenues	$	-		$	-
Total operating expenses		337,125			163,511
Loss from operations		(337,125	)		(163,511	)
Other income (expense)		(52,645	)		(40,111	)
NET LOSS	$	(389,770	)	$	(203,622	)

Weighted average shares of common stock (basic and diluted)		98,717,441			97,290,810

Income (loss) per share (basic and diluted)	$Nil			$Nil

BALANCE SHEET INFORMATION

	January 31, 2026			April 30, 2025
Working capital (deficit)	$	(679,592	)	$	(670,822	)
Total assets		1,055,788			707,358
Accumulated deficit		13,504,695			13,114,925
Stockholders’ equity		(304,525	)		(314,755	)

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 drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 expired in December 2022. The permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company will apply for an extension of the permit.

For the fiscal year ending April 30, 2026, 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 and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS 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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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.

RESULTS OF OPERATIONS

	For the three months ended
	January 31, 2026		January 31, 2025		$ Change			Pct. Change

Pre-development and exploration expense	$	77,646	$	2,646	$	75,000			2,834	%
Legal and professional fees		67,576		17,756		49,820			281	%
Management and administrative		16,148		20,252		(4,104	)		(20	)%
Interest expense (income)		2,481		403		2,078			516	%
Interest expense, related parties		17,135		13,667		3,468			25	%
Total	$	180,986	$	54,724	$	126,262			231	%

	For the nine months ended
	January 31, 2026			January 31, 2025		$ Change			Pct. Change

Pre-Development and exploration expense	$	132,534		$	36,035	$	96,499			268	%
Legal and professional fees		135,442			69,053		66,389			96	%
Management and administrative		69,149			58,423		10,726			18	%
Interest expense		4,296			805		3,491			434	%
Interest expense, related party		48,491			39,306		9,185			23	%
Foreign exchange gain (loss)		(142	)		-		(142	)		n/a	%
Total	$	389,770		$	203,622	$	186,148			91	%

The increase costs in Pre-development and legal and professional expenses all relate to the company starting to move forward on the permitting of its Longstreet Property which has been dormant for the last 4 years.

The increase in interest expense, related party relates to additional debt funded by insiders to commence the permitting process.

The Company earned no operating revenue in 2026 or 2025 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is an exploration stage company and presently is seeking other natural resources related business opportunities.

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 January 31, 2026 of $ 180,986 increased by $126,262 from the total 2025 net loss of $54,724.

Total net loss for the nine months ended January 31, 2026 of $ 389,770 increased by $186,148 from the total 2025 net loss of $203,622.

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Mineral exploration expense

For the nine months ended

January 31,

2026

January 31,

2025

$ Change

Pct. Change

Total mineral exploration expense

30,866

Mineral exploration expense for the nine months ended January 31, 2026 of $30,866 increased $nil from 2025 mineral exploration expense of $30,866. Aside from annual claims payments, there was no additional mineral exploration expense for the nine months ended January 31, 2026 and 2025, respectively.

Pre-development expense

For the three months ended

January 31,

2026

January 31,

2025

$ Change

Pct. Change

Total pre-development expense

77,646

2,646

75,000

2,834

	For the nine months ended
	January 31, 2026		January 31, 2025		$ Change			Pct. Change
Field expense	$	3,175	$	5,169	$	(1,994	)		(39.0	)%
Permits and fees		61,911		-		300			100.0	%
Technical consultants		26,583		-		16,326			100.0	%
Plan of operation		9,999		-		-			n/a	%
Total pre-development expense	$	101,668	$	5,169	$	96,499			268.0	%

Pre-development expense for the three months ended January 31, 2026 of $77,646 was an increase of $75,000 from 2025 pre-development expense of $2,646, an increase of 2,834%.

Pre-development expense for the nine months ended January 31, 2026 of $101,668 increase of $96,499 from 2024 pre-development expense of $5,169. This increase was mainly due to an increase in Permits and fees, Technical consulatants and Plan of operation, all expenses related to the permiting process for the Company.

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Legal and professional fees

	For the three months ended
	January 31, 2026		January 31, 2025		$ Change		Pct. Change
Audit and accounting	$	8,628	$	3,500	$	5,125		146	%
Legal and professional fees		42,708		325		42,383		13,040	%
Public company expense		16,107		13,931		2,176		16	%
Investor relations		133		-		4,141		n/a	%
Total legal and professional fees	$	67,576	$	17,756	$	49,820		281	%

	For the nine months ended
	January 31, 2026		January 31, 2025		$ Change		Pct. Change
Audit and accounting	$	40,228	$	31,090	$	9,138		29	%
Legal and professional fees		55,522		6,528		48,994		751	%
Public company expense		35,417		31,357		4,060		13	%
Investor relations		4,275		78		4,197		5,380	%
Total legal and professional fees	$	135,442	$	69,053	$	66,389		96	%

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

Legal and professional fees of $67,576 for the three months ended January 31, 2026 increased by $49,820 compared to the three months ended January 31, 2025 expense of $17,756. The increase in total leagal and professional fees is mainly due to Audit and accounting expenses and Legal and professional expenses as the Company prepares to ramp up the permitting process.

Legal and professional fees of $135,442 for the nine months ended January 31, 2026 increased by $66,389 compared to the nine months ended january 31, 2025 expense of $69,053.

Management and administrative expense

	For the three months ended
	January 31, 2026			January 31, 2025		$ Change			Pct. Change
General administrative and insurance	$	10,803		$	11,143	$	(340	)		(3	)%
Management fees and payroll		-			7,500		(7,500	)		(100	)%
Office and computer expense		2,165			1,054		1,111			105	%
Travel and entertainment		8,486			461		8,025			1,740	%
Telephone and utilities		94			94		-			0	%
Uncatogorized expense		(5,400	)		-		(5,400	)		n/a
Total	$	16,148		$	20,252	$	(4,104	)		(20	)%

	For the nine months ended
	January 31, 2026			January 31, 2025		$ Change			Pct. Change
General administrative and insurance	$	38,161		$	33,420	$	4,741			14	%
Management fees and payroll		10,000			22,500		(12,500	)		(56	)%

Office and computer expense		3,114			1,757		1,357			77	%
Travel and Entertainment		22,969			461		22,508			4,882	%
Telephone and utilities		305			285		20			7	%
Uncategorized expense		(5,400	)		-		(5,400	)		n/a	%
Total	$	69,149		$	58,423	$	10,726			18	%

Total management and administrative expense decreased by $4,104 for the three months ended January 31, 2026 to $16,148 compared to $20,252 for the three months ended January 31, 2025.

Total management and administrative expense increased by $10,726 for the nine months ended January 31, 2026 to $69,149 compared to $58,423 vfor the nine months ended January 31, 2025.

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LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

	January 31, 2026			April 30, 2025
Current assets	$	352,221		$	15,791
Current liabilities		1,031,813			686,613
Working capital	$	(679,592	)	$	(670,822	)

CASH FLOWS

	Nine months ended
	January 31, 2026			January 31, 2025
Cash flow used by operating activities	$	(271,230	)	$	(117,237	)
Cash flow used by investing activities		(12,000	)		(12,000	)
Cash flow provided by financing activities		538,000			133,000
Net increase in cash during period	$	254,770		$	3,763

As of January 31, 2026, the Company had cash on hand of $266,144. Since inception, the sole source of financing has been sales of the Company’s debt, sale of shares and exercise of warrants. During the three months ended January 31, 2026, the Company received equity investments of $350,000. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.

Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s common stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company’s mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.

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.

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ITEM 4.

CONTROLS AND PROCEDURES

Conclusions of Management Regarding Effectiveness 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.

PEO and PFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the PEO and the PFO. The Certifications are required in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The Items of this report which you are currently reading is the information concerning the Evaluation referred to in Section 302 Certifications and this information should be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended January 31, 2026 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, 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, 2025 which was filed with the SEC on September 10, 2025.

ITEM 2.

RECENT SALES OF UNREGISTERED SECURITIES.

During the three months ended January 31, 2026, the Company sold 8,750,000 shares of common stock and 4,375,000 warrants for net proceeds of $350,000.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCOSURES.

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	2019 Amendment to Longstreet Property Option Agreement⁽⁵⁾

14.1	Code of Ethics.⁽²⁾

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⁾

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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.

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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Table of Contents

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:	March 16, 2026	By:	/s/ *Gerard Pascale*
			Chief Financial Officer and Secretary
			Principal Financial Officer)

Date:	March 16, 2026		/s/ *LINDSAY E. GORRILL*
		By:	Lindsay E. Gorrill
			Chief Executive Officer

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Star Gold Corp. 10-Q