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) June 19, 2012

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Star Gold Corp.

(Name of Small Business issuer in its charter)

 

 

 

 

 

Nevada

 

000-52711

 

27-0348508

(State or other jurisdiction of  incorporation or organization)

 

(Commission File No.)

 

(IRS Employer Identification Number)


611 E. Sherman Ave.

Coeur d’Alene ID 83814

(Address of principal executive offices)


208- 644-5066

(Registrant’s telephone number)

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SECTION 3 – SECURITIES AND TRADING MARKETS


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES


On June 18, 2012, the Company closed on a private placement of its securities (the “Placement”).  The Placement consisted of issuing two hundred fifty thousand dollars ($250,000) in five percent (5%) convertible debentures (the “Debentures”).  The Debentures are due one (1) year from their original issue date and are convertible in to shares of the Company’s common stock, at the conversion price of $.30 per share, at any time before maturity, solely at the option of the Company.  The Placement also includes the issuance of warrants (the “Warrants”), to the Debenture holders, giving the holders thereof the ability to purchase, at the exercise price of $.75 per share, one (1) share of common stock of the Company for each share of Company’s common stock issuable to the holder upon conversion of the Debentures issued in conjunction with the Warrants.  For example: if a Debenture holder has the ability to receive 100 shares of Star Gold Corp. common stock upon conversion of that holder’s Debenture, then that holder will have the ability, pursuant to the Warrant issued to that holder in conjunction with the issuance of the Debenture, to purchase up to 100 additional shares of the Company’s common stock pursuant to the Warrant.  The Warrants expire two (2) years from their original issue date.  


As of June 18, 2012, the Company has sold 2 Debentures (and accompanying Warrants), raising a total of $250,000.  The proceeds of the Placement are to pay for the Company’s Summer 2012 drilling program and for general corporate purposes.  There were no underwriting discounts and no commissions were paid in connection with the offering.  The Company relied upon the exemptions available under Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933.


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.


Star Gold Corp.



/s/ Kelly Stopher

Kelly Stopher

Chief Financial Officer


June 19, 2012