{"url_path":"/sec/srgz/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1401835/0001437749-26-024054-index.html","accession_number":"0001437749-26-024054","cik":"0001401835","ticker":"SRGZ","issuer_name":"Star Gold Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1401835/0001437749-26-024054-index.html","primary_entity_key":"0001401835","primary_entity_name":"Star Gold Corp."},"word_count":811,"has_tables":true,"body_markdown":"**ITEM 5.**\n\n**MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**\n\n \n\n**General**\n\n \n\nStar Gold Corp. authorized capital stock consists of 1,000,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 10, 2026, there were 193,927,180 shares of Star Gold Corp. common stock issued and outstanding. The Company has not issued any shares of preferred stock.\n\n \n\n**Market Information**\n\n \n\nThe Company’s shares are quoted via the OTC:QB under the symbol “SRGZ.”\n\n \n\nAt July 10, 2026, the price per share quoted on the OTCQB was $0.171.\n\n \n\n**Transfer Agent:**\n\n \n\nThe independent stock transfer agent for Star Gold Corp. is Equiniti Trust Company located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120\n\n \n\nPage 26\n\n[Table of Contents](#toc)\n\n \n\n**Dividends**\n\n \n\nThe Company has not declared any dividends on its common stock since inception. There are no dividend restrictions that limit the Company’s ability to pay dividends on common stock in its Articles of Incorporation or Bylaws. The Corporation’s governing statute, Chapter 78 – “Private Corporations” of the Nevada Revised Statutes (the “NRS”), does provide limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:\n\n \n\n \n\na)\n\nthe Company would not be able to pay its debts as they become due in the usual course of business; or\n\n \n\n \n\nb)\n\nthe Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by the Company’s Articles of Incorporation).\n\n \n\n**Securities Authorized for Issuance under Stock Option Plan**\n\n \n\nOn May 25, 2011, the Board of Directors approved its 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 individuals including directors, executive officers and advisors that that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.\n\n \n\nThe 2011 Plan has a maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool whereby the number of shares under the 2011 Plan increase automatically with increases in the total number of outstanding common shares. This “Evergreen” provision permits the reloading of shares that make up the available pool for the 2011 Plan, once the options granted have been exercised. The number of shares available for issuance under the 2011 Plan automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the 2011 Plan, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the 2011 Plan and any outstanding awards under the 2011 Plan will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all the Company’s assets.\n\n \n\nThe 2011 Plan also has terms and limitations including without limitation that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair market value, based on the closing price per share of common stock, at the time the stock option is granted.\n\n \n\nPage 27\n\n[Table of Contents](#toc)\n\n \n\n**Recent Sales of Unregistered Securities**\n\n \n\nAll unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed in the Company’s Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q.\n\n \n\nDuring the fiscal year ended April 30, 2025, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our common stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.\n\n \n\nDuring the fiscal year ended April 30, 2026, the Company issued 74,600,000 shares of its common stock associated with its private placement of $2,984,000 received in cash and 16,786,265 shares of its common stock for the conversion of $671,450 of promissory notes and convertible promissory notes and accrued interest and 560,000 common shares for services. Each unit consists of one share of common stock and one half warrant to purchase one share of common stock. Additionally during the year ended April 30, 2026, 1,416,667 options and 2,500,000 warrants were exercised for common shares and an additional 773,438 common shares were issued for services."}