Item 2.01 Completion of Acquisition or Disposition of Assets

On January 14, 2022, Lode-Star Mining Inc. (the "Company") entered into a settlement and termination agreement (the "Settlement Agreement") with Lode Star Gold, Inc., a private Nevada corporation and the former controlling shareholder of the Company ("LSG"), in order to terminate the mineral option agreement between the parties dated October 4, 2014, as amended on October 31, 2019 (together, the "Option Agreement").

Pursuant to the Option Agreement, the Company acquired the sole and exclusive option to earn up to an 80% undivided interest in and to those mineral claims owned by LSG and located in the State of Nevada known as the Goldfield Bonanza Project (the "Property"). On December 11, 2014, the Company acquired a 20% undivided interest in and to the Property by issuing 35,000,000 shares of its common stock to LSG. In order to earn the additional 60% interest in the Property (which was separated into two tranches of 30%), the Company was required to complete certain actions including the following:

· paying LSG an aggregate of $10 million in cash from the Property's mineral

production proceeds in the form of a NSR royalty;

· paying LSG all accrued and unpaid penalty payments under the original Option

Agreement;

· repaying to LSG (i) all loans, advances or other payments made by LSG to the

Company and (ii) all expenditures on the Property funded by or on behalf of LSG

until the date on which certain payments had been completed; and

· funding all expenditures on the Property until certain payments had been


   completed.

The Settlement Agreement provides for the immediate termination of the Option Agreement (with the exception of certain standard provisions that will survive according to their terms); the forgiveness by LSG of all amounts owing by the Company to LSG thereunder, which includes approximately $2.224 million in accrued, unpaid penalty and other payments; and the return to LSG of the Company's 20% undivided interest in and to the Property. The Settlement Agreement also includes a broad mutual release.

Importantly, LSG is not required to surrender any portion of the 35,000,000 shares of the Company's common stock that LSG previously received in consideration for selling the Company its initial 20% interest in and to the Property.

The foregoing description of the Settlement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Settlement Agreement included as Exhibit 10.9 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Exhibit Description


  10.9           Settlement and Termination Agreement between the Company and LSG
               dated January 14, 2022

  99.1           Press release, dated January 14, 2022

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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