{"url_path":"/sec/srgz/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A **","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":692,"has_tables":true,"body_markdown":"**ITEM 9A.**\n\n**CONTROLS AND PROCEDURES.**\n\n \n\n**Evaluation of Disclosure Controls and Procedures**\n\n \n\nAt the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.\n\n \n\nDisclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.\n\n \n\nInternal Control over Financial Reporting\n\n \n\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America\n\n \n\nManagement conducted an evaluation of the design and operation of our internal control over financial reporting as of April 30, 2026, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of April 30, 2026 because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.\n\n \n\nWhile the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, the Company operated with a limited staff for much of the fiscal year, making it difficult to maintain appropriate segregation of duties in the initiating and recoding of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure withing the annual or interim financial statements may not be prevented or detected.\n\n \n\nPage 48\n\n[Table of Contents](#toc)\n\n \n\n**Changes in internal controls over financial reporting**\n\n \n\nDuring the quarter ended April 30, 2026, the Company brought Lindsay Gorrill on as CEO. In addition, the Company hired a fractional CFO, Gerard Pascale to oversee the finance, treasury, accounting and reporting functions. The Company also utilizes an accounting service to handle day to day accounting activities. As the Company continues to ramp its activity through the permitting process for its Longstreet Property, it has expanded its management team in order to address prior internal control issues over financial reporting. Due to the changes to internal controls implemented in Q4 2026, the Company believes it has addressed lack of segregation of duties material weakness for future reporting periods. The Company will continue monitoring the changes to internal controls and the effectiveness going forward."}