Current Report Filing (8-k)
19 April 2023 - 2:47AM
Edgar (US Regulatory)
0001401835
false
0001401835
2023-04-12
2023-04-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
April 12, 2023
STAR
GOLD CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
000-52711 |
27-0348508 |
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
1875
N. Lakewood Dr., Suite 303
Coeur
d’Alene, ID 83814
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| 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 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 o
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. o
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On
April 14, 2023, Star Gold Corp. (“Star Gold” or the “Company”) issued four (4) convertible promissory notes (each
a “Note” and collectively the “Notes”) with an aggregate principal amount of three hundred twelve thousand five
hundred and no/100 dollars ($312,500.00).
One
(1) Note was issued to a related party, controlled by two (2) members of the Board, in conversion and satisfaction of three (3) existing
promissory notes, totaling two hundred sixty thousand and no/100 dollars ($260,000.00) issued by the Company on July 5, 2022, August
4, 2022 and January 17, 2023 respectively.
Three
(3) of the Notes were issued to an officer and members of the Company’s Board of Directors (the “Board”) in exchange
for loans to the Company, by those parties, totaling fifty-two thousand five hundred and no/100 dollars ($52,500.00).
The
Notes bear eight percent (8%) interest and have a maturity date of April 14, 2026 (the “Maturity Date”). There are no required
periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the Maturity
Date. The Notes are convertible into shares of Common Stock of the Company at the conversion price of two cents ($.02) per share.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On
April 14, 2023, the Board of Directors (the “Board”) of Star Gold Corp (“Star Gold” or the “Company”)
accepted the resignation of Ronald D. Nilson from his position as a member of the Board. Mr. Nilson did not resign due to a disagreement
with the registrant, known to an executive officer on any matter relating to the Company’s operations, policies or practices.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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 17th day of April, 2023.
| |
STAR
GOLD CORP. |
| |
|
|
| |
BY: |
/s/ Kelly J. Stopher |
|
| |
|
Kelly
J. Stopher, Chief Financial Officer |
Star Gold (QB) (USOTC:SRGZ)
Historical Stock Chart
From May 2024 to Jun 2024
Star Gold (QB) (USOTC:SRGZ)
Historical Stock Chart
From Jun 2023 to Jun 2024
