Exhibit
10.16


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


Original
Issue Date: November 30, 2021


Conversion
Price: $0.05


 


$42,000.00


 


STAR
GOLD CORP.


 


5%
CONVERTIBLE PROMMISORY NOTE


DUE
APRIL 30, 2025


 


THIS
5% CONVERTIBLE PROMMISORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes of Star Gold Corporation,
a Nevada corporation, (the “Company”), having its principal place of business at 1875 N. Lakewood Drive, Suite 200,
Coeur d’Alene, Idaho 83814, designated as its 5% Convertible Note due April 30, 2025 (this Note, the “Note” and, collectively
with the other Notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, STAR GOLD CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to the
order of Paul B. Coombs and/or assigns (“Coombs”), the principal sum of Forty-two thousand dollars,
in lawful money of the United States of America, together with interest (calculated on the basis of a 365-day year) on the unpaid principal
balance, computed until maturity at the rate of five percent (5%) per annum.




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1.
DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred
to herein:


 


“BUSINESS
DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho.


 


“CHANGE
OF CONTROL” means the consummation of any transaction or series of any related transactions (including without limitation, by way
of merger) the result of which is that any “person” (as defined in Section 13(d) of the Exchange Act) or “group”
(as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3)
and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock.


 


“COMMON
STOCK” means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated)
of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common
equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes
to holders thereof generally.


 


“CONVERSION
PRICE” means five cents ($.05) per share.


 


“EQUITY
ISSUANCE” means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership
interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable
for, Common Stock.


 


“EVENT
OF DEFAULT” is defined in SECTION 4 hereof.


 


“EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended.


 


“INTEREST
PAYMENT DATE” means the Maturity Date.


 


“MATURITY
DATE” means April 30, 2025.


 


“MAXIMUM
RATE” means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law.


 


“PERSON”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable
foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.


 


“SEC”
means the Securities and Exchange Commission and any successor thereof.


 


“STOCK”
means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless
of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting,
including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).




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2.
ORIGINAL PRINCIPAL AMOUNT; PAYMENT.


 


(a)
ORIGINAL PRINCIPAL AMOUNT.


 


(i)
On the date hereof, Coombs shall lend to Company, in a single advance and in the form of conversion of unpaid and deferred compensation,
the sum of Forty-two thousand and xx/100 dollars ($42,000.00) (the “Original Principal Amount”).


 


(b)
INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable, in full, on the Maturity
Date. The Company may, but shall not be obligated to make any payments of principal or interest prior to the Maturity Date.


 


(c)
VOLUNTARY PREPAYMENT. Company reserves the right, upon thirty (30) days’ prior written notice to Coombs, to prepay, without penalty,
the outstanding principal balance, along with interest accrued thereon, of this Note, in whole or in part, at any time and from time
to time.


 


(d)
PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by Company
to Coombs in immediately available United States currency, or other immediately available funds. Should the principal of, or any installment
of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Coombs
by Company hereunder shall be applied first to accrued interest and then to principal.


 


3.
WAIVER OF PRESENTMENT. Except as provided herein, Company waives presentment, demand, protest, notice of protest and non-payment, or
other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agree that their liability
under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release
or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases,
or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.


 


4.
EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall
occur and be continuing: (a) Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such
failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants or
agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any
representation or warranty made by Company to Coombs herein shall prove to be untrue or inaccurate in any material respect; or (d) the
Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of
all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit
in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file
a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws,
or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any
bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or
(e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition
seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially
all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f)
the dissolution or liquidation of the Company; or (g) a Change of Control.




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Upon
the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal
balance and accrued interest upon the Note to be immediately due and payable without presentment or notice of any kind which Company
waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Coombs’s rights and remedies available pursuant to any applicable
law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 without
any notice to Company or any other act by Coombs, the principal balance and interest accrued on this Note shall become immediately due
and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Company.


 


5.
REPRESENTATIONS AND COVENANTS.


 


(a)
REPRESENTATIONS. Company represents and warrants to Coombs that:


 


(i)
Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization and has the
power to own its property and to carry on its business in each jurisdiction in which such Company operates;


 


(ii)
Company has full power and authority to enter into this Note, to execute and deliver the same, and to incur the obligations provided
for herein, all of which have been duly authorized by all necessary action;


 


(iii)
this Note is the legal and binding obligation of the Company, enforceable in accordance with its respective terms;


 


(iv)
neither the execution and delivery of this Note, nor consummation of any of the transactions herein contemplated, nor compliance with
the terms and provisions hereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is
subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument
to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party
is required in connection with the execution, delivery, and performance by Company of this Note or to consummate the transactions contemplated
herein;




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(b)
AFFIRMATIVE COVENANTS. Until payment in full of this Note, Company agrees and covenants that Company shall and shall:


 


(i)
conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations,
laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating
its assets, properties, and investments;


 


(ii)
maintain complete and accurate books and records of its transactions in accordance with generally accepted accounting principles;


 


(iii)
furnish to Coombs, immediately upon becoming aware of the existence of any condition or event constituting an Event of Default or event
which, with the lapse of time and/or giving of notice would constitute an Event of Default, written notice specifying the nature and
period of existence thereof and any action which Company is taking or proposes to take with respect thereto.


 


6.
NO WAIVER. No waiver by Coombs of any of its rights or remedies hereunder or under any other document evidencing or securing this Note
or otherwise, shall be considered a waiver of any other subsequent right or remedy of Coombs; no delay or omission in the exercise or
enforcement by Coombs of any rights or remedies shall ever be construed as a waiver of any right or remedy of Coombs; and no exercise
or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Coombs.


 


7.
USURY LAWS. Regardless of any provision contained in this Note, Coombs shall never be deemed to have contracted for or be entitled to
receive, collect, or apply as interest on this Note (whether termed interest herein or deemed to be interest by judicial determination
or operation of law) any amount in excess of the Maximum Rate, and, in the event that Coombs ever receives, collects, or applies as interest
any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this
Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forthwith be paid to Company. In determining
whether or not the interest paid or payable under any specific contingency exceeds the highest Maximum Rate, Company and Coombs shall,
to the maximum extent permitted under applicable law, (a) characterize any non-principal payment (other than payments which are expressly
designated as interest payments hereunder) as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effect
thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is
uniform throughout such term; provided, that if this Note is paid and performed in full prior to the end of the full contemplated term
hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, then Coombs or any
holder hereof shall refund to Company the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal
balance of all advances made by the Coombs or any holder hereof under this Note at the time in question.




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8.
CONVERSION RIGHTS.


 


(a)
CONVERSION BY COMPANY. During the period of time commencing on the Original Issue Date and continuing until the payment in full of this
Note, Company, at its option may convert all or any portion of outstanding principal balance of, and all accrued interest on, this Note
into the number of shares of Common Stock obtained by dividing (i) the unpaid principal amount of, and interest through the date of conversion
on, this Note to be converted, by (ii) the Conversion Price. If the Company elects to exercise its conversion rights pursuant to this
SECTION 8 then the Company shall be required to convert all outstanding Notes on a pro rata basis. For the avoidance of doubt: if the
Company elects to convert twenty five percent (25%) of the outstanding principal and interest owed pursuant to this Note, then the Company
must convert, simultaneously, 25% of the outstanding principal and interest owed pursuant to all the Notes.


 


(b)
CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide Coombs with written notice of the
Company’s intent to convert and the amount to be converted into the Company’s Common Stock, (ii) if the conversion is of only
a portion of the unpaid principal of, and interest on, this Note, then issue a statement to Coombs setting forth the Original Principal
Amount, interest accrued on the outstanding principal to date, and the amount of unpaid and unconverted principal and interest still
payable on the Note, and (iii) issue and deliver to Coombs, a certificate or certificates for the full number of whole shares of Common
Stock issuable upon the conversion of this Note in accordance with the provisions of this SECTION 8.


 


(c)
CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock
shall be issued upon conversion of the principal of, or interest on, this Note. If any fractional share of Common Stock would be issuable
upon the conversion of any portion of this Note, the Company shall round the fractional shares up to the next whole number and issue
such whole share to the Coombs in accordance with the terms hereof.


 


(d)
ADJUSTMENT OF CONVERSION PRICE.


 


(i)
If the Company shall (A) pay a dividend or other distribution, in Common Stock, on any class of capital stock of the Company, (B) subdivide
the outstanding Common Stock into a greater number of shares by any means (including, without limitation, a forward stock split) or (C)
combine the outstanding Common Stock into a smaller number of shares by any means (including, without limitation, a reverse stock split)
(any such event being an “Adjustment Event”), then in each such case the Conversion Price shall be decreased or increased
as follows: the adjusted Conversion Price shall be equal to the Conversion Price in effect immediately prior to the effective date of
the Adjustment Event, multiplied by a fraction whose numerator is the number of shares of Common Stock issued and outstanding immediately
prior to such effective date, and whose denominator is the number of such shares outstanding immediately after such effective date. An
adjustment made pursuant to this SECTION 8(d)(i) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date of such subdivision
or combination, as the case may be.




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(ii)
Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide Coombs with written notice of such adjustment
setting forth the Conversion Price in effect after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(e)
EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any reclassification (including, without limitation,
a reclassification effected by means of an exchange or tender offer by Company) but excluding a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or
combination of Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities
or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of
Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled
to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then Company or the successor
or purchasing corporation, as the case may be, shall enter into an Amended and Restated Note providing that this Note shall be convertible
into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance which Company of this Note would have received if this Note had been converted immediately prior
to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Note shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 8. Whenever
an Amended and Restated Note is entered into as provided herein, the Company shall promptly provide Coombs with an Officer’s Certificate
setting forth a brief statement of the facts requiring such Amended and Restated Note. The provisions of this SECTION 8 shall similarly
apply to all successive events of the type described in this SECTION 8.


 


9.
NOTICE. Whenever this Note requires or permits any notice, approval, request, or demand from one party to another, the notice, approval,
request, or demand must be in writing and shall be deemed to have been given when personally served or when deposited in the United States
mails, registered or certified, return receipt requested, addressed to the party to be notified at the following address (or at such
other address as may have been designated by written notice):


 


	Coombs:	Paul
    B. Coombs
	 	 
	 	15
    Stonebridge Pl.
	 	St.
    Johns, NL, Canada A1A 5W&
	 	 
	Company:	Star
    Gold Corp.
	 	Attn:
    Kelly J. Stopher
	 	1875
    Lakewood Drive, Suite 200
	 	Coeur
    d’Alene, ID 83814




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10.
AMENDMENT. This Note may be amended or modified only by written instrument duly executed by Company and Coombs.


 


11.
COSTS. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or
in equity, or in bankruptcy, receivership, or other court proceedings, then Company agrees to pay all costs of collection, including,
but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.


 


12.
SUCCESSORS AND ASSIGNS. This Note shall inure to the benefit of Coombs and its successors and assigns; provided, however, Coombs may
not (without the prior written consent of Company, such consent not to be unreasonably withheld or delayed and such consent not to be
required if an Event of Default exists) assign or negotiate this Note to any Person.


 


13.
GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN ACCORDANCE WITH THE LAWS OF IDAHO.


 


14. 
FINAL AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[signature
page to Star Gold Corp. 5% Convertible Notes]


 


	 	STAR
    GOLD CORP.
	 	 	 
	 	By: 	
	 	 	Kelly
    J. Stopher, CFO
	 	 	 
	 	PAUL
    B. COOMBS
	 	 	 
	 	By: 	
	 	 	Paul
    B. Coombs




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