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) October 12, 2016

-------------


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)

-------------------------

















Item 3.02 Unregistered Sales of Equity Securities


On October 12, 2016, Star Gold Corp. (“Star Gold” or the “Company”) closed a private placement in which it issued a total of 14,000,000 shares of common stock, at $.05 per share, and warrants to purchase an additional 14,000,000 shares to 24 investors, raising a total of $700,000.00.  Warrants issued in the Offering entitled the holder thereof to purchase shares of common stock for the price of $.15 per share and expire sixty (60) months after their issuance date.  Shares were issued in reliance on Section 4(2) of the Securities Act of 1933 (the “Act”) and Rule 506 of Regulation D promulgated under the Act.  


Star Gold Corp.



/s/ Kelly Stopher

Kelly Stopher

Chief Financial Officer


October 12, 2016