Exhibit
10.15


 


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


 


$24,000.00


 


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 Palouse Advisory Partners, LLC and/or assigns (“Palouse”), the principal sum of Twenty-four 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.


 


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.




    1


     


    

“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 3al1-1 of the General
Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).




    2


     


    

2.
ORIGINAL PRINCIPAL AMOUNT; PAYMENT.


 


(a)
ORIGINAL PRINCIPAL AMOUNT.


 


(i)
On the date hereof, Palouse shall lend to Company, in a single advance and in the form of conversion
of unpaid and deferred compensation, the sum of Twenty-four thousand and xx/100 dollars ($24,000.00) (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
Palouse, 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 Palouse 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 Palouse 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 Palouse 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.




    3


     


    

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 Palouse’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 Palouse, 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 Palouse 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;


 


(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;




    4


     


    

(iii)
furnish to Palouse, 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 Palouse 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 Palouse; no delay
or omission in the exercise or enforcement by Palouse of any rights or remedies shall ever be construed as a waiver of any right or remedy
of Palouse; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Palouse.


 


7.
USURY LAWS. Regardless of any provision contained in this Note, Palouse 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 Palouse 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 Palouse 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 Palouse 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 Palouse or any holder hereof under this Note at
the time in question.


 


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.




    5


     


    

(b)
CONVERSION PROCEDURE. To convert this Note pursuant to this SECTION 8, the Company shall (i) provide
Palouse 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 Palouse
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 Palouse, 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 Palouse 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.


 


(ii)
Whenever the Conversion Price is adjusted as provided herein, the Company shall promptly provide
Palouse 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.




    6


     


    

(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 Palouse 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):


 


	Palouse:	Palouse
    Advisory Partners, LLC
	 	 
	 	2910
    E 57th Ave. Ste 5 PMB 309
	 	Spokane,
    WA 99223
	 	 
	Company:	Star
    Gold Corp.
	 	Attn:
    Lindsay E. Gorrill
	 	1875
    Lakewood Drive, Suite 200
	 	Coeur
    d’Alene, ID 83814


 


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


 


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 Palouse and its successors and
assigns; provided, however, Palouse 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.




    7


     


    

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: 	
	 	 	David
Segelov, President
	 	 	 
	 	PALOUSE
ADVISORY PARTNERS, LLC
	 	 	 
	 	By:	
	 	 	Kelly
J. Stopher, Managing Member




    8


     


    



2021-11-30
CONVERTIBLE NOTE - STOPHER


 


	Final
    Audit Report	2021-12-01
	 	 
	 	 
	Created:	2021-12-01
	 	 
	By:	Kelly
    Stopher (kellystopher@palouseadvisorypartners.com)
	 	 
	Status:	Signed
	 	 
	Transaction
    ID:	CBJCHBCAABAAHb2oWr5zlOqyqHfKsd_ZVSS8kgKJesAC
	 	 


 


“2021-11-30
CONVERTIBLE NOTE - STOPHER” History


 


		Document
    created by Kelly Stopher (kellystopher@palouseadvisorypartners.com)

    2021-12-01 - 5:58:52 PM GMT- IP address: 13.77.150.149
	 	 
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    emailed to Kelly Stopher (kellystopher@palouseadvisorypartners.com) for signature

    2021-12-01 - 5:59:21 PM GMT
	 	 
		Document
    emailed to David Segelov (seggy100@pm.me) for signature

    2021-12-01 - 5:59:21 PM GMT
	 	 
		Document
    e-signed by Kelly Stopher (kellystopher@palouseadvisorypartners.com)

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		Agreement
    completed.

    2021-12-01 - 6:07:21 PM GMT