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Sparton Resources Inc. — Management Reports 2025
Nov 28, 2025
42498_rns_2025-11-28_4de2e056-c8ed-49e0-ae65-713f777b778d.pdf
Management Reports
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SPARTON RESOURCES INC. For the period ended September 30, 2025
Management’s Discussion and Analysis dated November 28, 2025
The following discussion and analysis of results of operations of Sparton Resources Inc. (“Sparton” or the “Company”) and its subsidiaries for the period ended September 30, 2025, should be read in conjunction with the unaudited condensed interim consolidated financial statements for the period ended September 30, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All currency is shown in Canadian dollars unless otherwise stated. The Company’s current subsidiaries are comprised of: (i) Sparton International Holdings Inc. (100% owned) (“SIH”) (ii) VanSpar Mining Inc. (90% owned by SIH) (“VanSpar”), both of which are registered in the British Virgin Islands, and (iii) Edcor Drilling Services Inc. (“EDCOR”), (100% owned) registered in Ontario, Canada. VanSpar owns approximately 9.975% of VRB Energy Inc. (“VRB Energy”) a Cayman Islands company and manufacturer of vanadium flow batteries with factories in Tongzhou (Beijing), and Shaanxi Province China.
Forward-Looking Information
This Management’s Discussion and Analysis (“MD&A”) contains certain forward-looking statements and information relating to the Company that are based on the beliefs of its management, as well as assumptions made by and information currently available to the Company. When used in this document the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Forward-looking statements include, among other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and availability of funding for the continued exploration and development of the Company’s exploration properties. Such statements reflect the current views of its management with respect to future events and are subject to a variety of inherent risks, uncertainties and other facts that are beyond the Company’s control, and could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement whether as a result of new information, future events or any other reasons; except as required by applicable Canadian securities law. Investors and others should carefully consider these and other factors and not place undue reliance on these forward-looking statements.
General
The Company continues to seek financing for its various gold and base metal related projects in Canada and to evaluate other opportunities related to the mineral exploration and vertically integrated energy storage industry activities. It also, through joint venture partners, or internally, is continuing its evaluation of other domestic critical metals and gold exploration projects in the Matachewan area of Ontario Oakes Leases and adjacent mineral claims, and the Pense Critical Metals Project in Ontario and Quebec near the town of Engelhart.
The VRB ENERGY Transaction:
The Company’s 90% owned subsidiary, VanSpar Mining Inc.("VanSpar") in 2016 received 18,000,000 common shares of VRB Energy Inc. (“VRB Energy”) a Cayman Islands company and manufacturer of vanadium flow batteries with a factory in Tongzhou (Beijing) China.
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In 2017 VanSpar executed a profit-sharing agreement with a private investor to acquire Additional Shares in VRB Energy. Under the profit-sharing agreement, the private investor provided funds required for VanSpar to participate and acquire more shares (“Additional Shares”) in VRB Energy’s future financing, to maintain VanSpar’s percentage of interest in VRB Energy. Once the Additional Shares are sold in a liquidation event, the investor will be entitled to 80% of the profit (calculated as proceeds of sales minus transaction costs minus the principal fund provided by the private investor plus 7% annual interest) and VanSpar will be entitled to 20% of the profit. In case there is no profit or even a loss, VanSpar will not be responsible for repayment of the principal funds provided by the investor. In 2017 VanSpar had received a total of US$900,000 from the private investor to participate in acquisition of 13,953,488 VRB Energy shares. The Company has determined this profit-sharing agreement is a joint operation. There is no downside risk to the Company as VanSpar does not have obligation to repay the full principal fund, therefore the Company has not recorded the funding provided by the private investor as a financial liability and has not recorded the Additional Shares as a financial asset.
VanSpar’s total 31,953,482 VRB Energy shares represent a 9.975% share interest in VRB Energy. Ivanhoe Electric Inc., (NYSE American: IE, TSX: IE) holds the other 91.025% of VRB Energy. The Company valued the 31,953,488, VRB Energy shares it owned as at September 30, 2025, to be $1,628,406 (December 31, 2024, $1,683,513).
On June 2, 2020, VRB Energy announced the commissioning of a 5 KW (4hour) vanadium redox battery, as part of a 10 KW photo-voltaic plus energy storage system pilot demonstration project with Hesteel Group Company Ltd., the largest steel and vanadium supplier in China. This solar-shifting pilot project is just the first step toward widespread deployment of the technology.
On August 23, 2020, VRB Energy reported that it had designed a more efficient 3rd generation vanadium battery known as the GEN3 System (“Gen3 VRB-ESS®”). This system received certification for very cold weather use in early April of 2022, having been successfully operated at -40 deg C temperatures for over 6 weeks in a comprehensive test program. On August 30, 2023, Ivanhoe Electric announced that its 90% owned subsidiary, VRB Energy Inc., received Underwriters Laboratories (“UL”) 1973 certification for its third generation Energy Storage System.
VRB Energy pursued a number of sales opportunities during the period 2024 and 2025 and installed several demonstration units for potential larger customer orders.
With lower international vanadium prices, it also continued to seek a long-term economical vanadium supplier and plans to become vertically integrated in the medium term. This will lead to very competitive pricing for its products and is expected to generate new sales. Currently VRB Energy is one of only a few companies manufacturing batteries for clients who supply their own electrolyte.
On October 29, 2023, VRB Energy reported through its China domestic website, the successful 10-year performance review of its 8 Mega Watt Hour GEN1 vanadium flow battery installed at the North China State Grid Zhangbei Renewable Energy Generation and Storage Demonstration Site, about 180 km north of Beijing.
On August 16, 2025, the United States Department of Energy (“DOE”) released the results of a 3-year study of 10 various energy storage options. Part of this work involved a study of various battery technologies for large grid style applications and the DOE concluded that Flow Batteries rated the highest in terms of overall cost and efficiency for lifetime cost of service in large scale electricity storage applications. Sparton Management regards this, when coupled with the various testing and safety features of the VRB Energy battery systems, as a significant endorsement of Vanadium Flow Batteries, which could translate into future product sales.
On September 23, 2024, Ivanhoe Electric Inc. announced that VRB Energy is planning to expand vanadium flow battery manufacturing into the United States and that its existing operations in China will become subject
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to a 51/49 joint-venture following an investment from a subsidiary of privately held Shanxi Red Sun Co., Ltd. (“Red Sun”), a leading private investment group based in Shanxi province, China, which focuses on investments in new energy and energy storage technology, biomedicine and high-end agriculture.
On October 15, 2024, Ivanhoe Electric Inc. announced that definitive agreements have been signed between VRB Energy and Red Sun and certain other affiliates, finalizing the terms of the transaction. VRB Energy will establish VRB USA, located in Arizona, to pursue domestic manufacturing of vanadium redox flow battery systems. The domestic facility will be capable of producing 50 megawatts per year of VRB-Energy Storage Systems vanadium flow batteries. As noted above, the VRB Energy battery system cell stacks have received an Underwriters Laboratories 1973 safety certificate which is recognized as a global standard for commercially available battery energy storage.
A Cooperation Agreement was entered into to ensure patent protection and to allow VRB USA to maintain access to intellectual property and associated rights as well as obtain the benefits of product improvements. The Chinese operations will also become a preferred supplier of certain key components.
Also announced, is an investment by Red Sun of US$55.2 Million to acquire 51% of VRB Energy’s China subsidiary (“VRB China”), of which US$35.2 Million is paid to VRB China for its existing VRB Energy operations in China, and US$20 million is paid to VRB Energy to support VRB Energy’s USA operations. The Joint-Venture is being formed to manufacture and sell vanadium redox flow battery systems with a market focus in Asia, the Middle East and Africa.
Red Sun is a private investment group based in Shanxi province, China, which focuses on investments in new energy and energy storage technology, biomedicine and high-end agriculture.
On October 15, 2024 Ivanhoe Electric Inc. announced that definitive agreements have been signed between VRB Energy Inc. (“VRB Energy”), and a subsidiary of privately held Shanxi Red Sun Co., Ltd. ("Red Sun"), and certain other affiliates, finalizing the terms of the transaction.
VRB China announced on September 5, 2025 that it has successfully won the bid to construct a 50 Megawatt, 200Megawatt Hour all-vanadium liquid flow battery energy storage power station in Longzhouping Town, Changyang, Hubei Province PRC. The installation will be put into operation by a consortium consisting of VRB China, the Changyang Lutong Engineering Construction Co. Ltd. and the Hubei Electric Power and Design Institute Co. Ltd. According to an internet published report, the winning bid value was 467 million RMB (approximately $65.6 Million USD).
Contract Drilling Business
Revenue and expenses relating to one of the drill units owned by the Company’s EDCOR subsidiary is shared with Eva Lake Mining Ltd., an aboriginal Metis service company, based in Atikokan Ontario.
For the period ended September 30, 2025, the Company reported no (2024 - $nil) drilling revenue and is actively seeking to negotiate new contracts for 2025.
Bruell Property, Canada
On August 11, 2017, the Company entered into an option agreement with two independent prospectors (the “Vendors”) to explore the 20 claim Bruell Property (“the Property”) in Vauquelin Township, Quebec.
Under the terms of the 5-year option agreement Sparton will issue a total of 1,500,000 Common Shares, incur a total of $1,500,000 in exploration expenditures on the claims, and make cash payments totaling $300,000 to earn a 100% interest in the Property, that the Company has completed in 2023.
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Production Royalty: If commercial production takes place on the Bruell property, the Vendors collectively, will be entitled to receive an annual production royalty (the “Royalty”) equal to 2% of Net Smelter Returns as customarily defined. At any time after a feasibility study is completed for development of any part of the Property ½ of this Royalty (or 1%) may be purchased by the Company for the sum of $1,000,000. All cash payments share issuances, and royalty payments if any, will be paid or issued as to 50% of the totals to each prospector.
On October 21, 2019, the Company announced 15 additional mining claims have been acquired from a private prospector extending the original 36 Bruell mining claims.
On December 16, 2019, Sparton announced that it had executed definitive agreements including an Option Agreement with Eldorado Gold Corporation (“Eldorado”) to grant an option to Eldorado to earn up to an initial 75% interest (“Option”) in the Bruell Project. Under the Option Agreement, Eldorado will make all future cash payments and fund all the future expenditures required under the existing Property Option Agreement between the Company and the original optionors. Sparton received a cash payment of $150,000 on execution of the Eldorado Option Agreement, as partial compensation for past expenditures that was recorded as recovery of exploration expenses in the consolidated statements of (loss). If Eldorado makes all future cash payments and funds all the future expenditures required then it has the right to have Sparton participate in a new joint-venture in which Sparton will hold a 25%, or buy-out Sparton’s 25% interest for $1.8 million adjusted for the Consumer Price Index at the time Eldorado makes the election, in which case Sparton will be granted a 2% Net Smelter Return Production Royalty (“NSR”), and 50% of the NSR can be purchased by Eldorado for $2.5 million at any time.
The Company has completed the earn-in and exercised its option to acquire 100% of the 51-claim Bruell Property
On April 22, 2024, the Company announced that Eldorado Gold Corporation (“Eldorado”) has, effective April 18, 2024, exercised its option to acquire from Sparton an initial 75% (seventy five percent) interest in the Bruell gold project, east of Val D’Or, Québec.
On November 20, 2024, the Company executed a further amendment to the agreement with Eldorado for Bruell Property, where Eldorado had an additional option to acquire the Company’s 25% beneficial interest in the Bruell Property free and clear of all Encumbrances for a price of $275,000 (inclusive of all applicable tax) plus a 2% Net Smelter Return Royalty (“NSR”). On January 15, 2025,
Eldorado exercised this option to acquire from the Company 25% of Bruell Property for $275,000 plus a 2% NSR. $20,000 legal fees were incurred for the transaction by the Company. The transaction closed on May 29, 2025.
Sir Harry Oakes Gold Property, Canada
On Sept. 25, 2019, the Company announced that it has secured an option to purchase a strategic gold prospect, comprising 3 Mining Leases (the “Leases”) in the Matachewan gold mining area of northern Ontario. Sparton executed a 4-year Option to Purchase Agreement with a private owner of the Leases whereunder it has the right to purchase a 100% interest in the Leases.
On July 6, 2020, the Company announced that it acquired 18 additional mining claim units adjacent to or nearby to the Oakes Mining Leases for a cash consideration of $6,000. On September 4, 2020, the Company received a work permit for the project and commenced a drill program on the project on October 19, 2020.
On November 25, 2020, the Company announced that it signed, effective November 17, 2020, a Memorandum of Understanding (“MOU”) with the Matachewan First Nation (“MFN”) related to its exploration
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activities on the Sir Harry Oakes Gold Project, near Matachewan, Ontario. MFN is a signatory to Treaty No. 9 and holds inherent aboriginal and treaty rights to and over their traditional territory, which includes the Mining Leases and claims held by Sparton and referred to as the Sir Harry Oakes Project. The MOU recognizes these rights and provides for a mutually beneficial and cooperative relationship between the parties.
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The Company now has interests in 20 Mining Claims and 3 Mining Leases in the Matachewan Gold Area.
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In early 2022, a 3D IP survey was completed over the central part of the claim area. This work outlined 5 high priority anomalies, only one of which has been drill tested (the old Oakes shaft area). A new work permit application was RECEIVED for several claims covering two of these anomalies and approval was received late in 2025.
2020 Drill Program
A total of 6 core holes comprising a total of approximately 700 meters were drilled at the sites of historical holes numbered DDH 2A, DDH 3 and DDH 5. (Please see Sparton news release dated October 19[th] , 2020).
Holes DDH 20-1 and 20-2 were drilled east of the old shaft at the site of historical hole DDH 2A, which reported a zone of 5.5 grams per tonne ("gpt”) gold (”Au”) over 5.53 metres. Holes DDH 20-3 and 20-4 were drilled at the site of historical hole DDH 3, which reported intersections of 8.23 gpt Au over 1.5 metres, and 14.4 gpt Au over 0.9 metres. Current holes DDH 20-5 and 20-6 were located at the site of historical hole DDH 5 which reported which 6.85 gpt Au over 1.85 metres, 3.77 gpt Au over 1.49 metres, and 3.43 gpt Au over 0.61 metres; Please see Sparton news release dated September 16, 2020, and historical maps on the Sparton website at www.spartonresources.com.
CAUTIONARY NOTE
It should be noted that historical results reported here and earlier, by the Company are included with the recent drilling data results and were available to Sparton. Knowing the laboratories where the historical analyses were done, the Company believed the historical data to be reliable and has reviewed them in detail to attempt to determine the discrepancies with the current results. More work needs to be done however, to verify these historical results and information and provide an explanation the reason for the differences with the current results.
Further, a qualified person under NI 43-101 has not done sufficient work to verify the historical results with new sampling and analyses because the original samples and drill core are not available for re-analysis.
Ongoing Work Program
The work planned for 2025-6 involved prospecting of the entire claim area surrounding the Oakes Leases and checking various trenches on the property where gold values were reported by previous operators
On May 6, 2022, the Company reported on the results of the Induced Polarization (“IP”) survey completed over the central portion of the Oakes Gold Project Property. Based on the IP results, Sparton prospected the key anomaly areas and determined that a trenching program to attempt to expose the sources for the new IP
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chargeability anomalies was not feasible due to heavy overburden and swampy areas. This work took place late in 2022, following receipt of a new work permit, approved by the Ontario Government. Drilling will be necessary to test these areas effectively.
Testing these targets further will be part of the Company’s planned exploration work and access trails for possible drilling sites have been scouted and located in the field during 2025
In addition, the Company has also acquired through staking, a 50% interest, shared with Val D’Or Mining Inc. in an additional 18 Mining Claim Units (approximately 300 hectares) near the area of the Mining Leases (the “Claims”) Eldorado Gold Corp. has optioned these Claims and Sparton and Val D’Or Mining each have a 1% net smelter return production royalty on these 18 Claims .
Pense Property
On November 3, 2022, the Company announced that it entered into an option agreement with three independent prospectors (collectively, the “Vendors”) to explore the 39 claim (865 hectare) Pense Property (“the Property”) in Pense Township, Ontario. The claims are located near the Quebec provincial border, approximately 25 kilometers east of Englehart, Ontario, in the Larder Lake Mining Division.
Under the terms of the 3-year option agreement, Sparton will issue a total of 400,000 common shares, incur a total of $250,000 in exploration expenditures on the Property, and make cash payments totaling $175,000 over the 3- year period, to earn a 100% interest in the Property, detailed as follows:
All cash payments, share issuances and royalty payments, if any, will be paid or issued as to 33.333% of the totals to each vendor.
On December 17, 2024, the Company has exercised option to acquire 100% interest in the Pense Ontario Property.
An additional 106 mineral claims were staked in Quebec, Montreuil township to cover the extension of the favorable mineral trends into Quebec from the Ontario Pense claims. These claims are 100% owned by the Company and unencumbered.
In September, 2025, the Company received new exploration permits for Pense critical metals project exploration in Ontario and Quebec.
On November 14, 2025, the Company announced the receipt of encouraging assay results from surface samples collected earlier this year from the Verrier-Gagne zone, in Ontario.
In addition to these results, the Company will soon commence a drilling program on the Quebec portion of the Pense claim group. This program aims to investigate strong electromagnetic (EM) anomalies identified by airborne and ground geophysical surveys conducted by Sparton in the area. The mineralization at Pense demonstrates notable similarities to critical minerals deposits such as Outokumpu, Kevitsa, and Talvivaara in Finland.
Overview of Mineral Showings: Verrier-Gagne Zone
The Verrier-Gagne zone, situated in Ontario, was explored by Verrier in 1966 (Ontario Ministry of Mines Assessment Report 31M13SE0015, no assays), and Adventure Gold in 1997, as documented in the GESTIM Assessment Report GM65183.
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Further exploration—including trenching and sampling—was conducted in the Gagne program in 2007, as referenced in the Ontario Government Assessment Report 20004162. Recent survey lines from the southern portion of Sparton's Expert Geophysics Target EM airborne survey appear to partially cover this mineralized zone.
The mineralized area (centered on NTS coordinates 609750E, 5293375N) exhibits substantial sulphide mineralization associated with a syenite intrusive, as well as with mafic and ultramafic volcanic rocks. Sparton collected fifteen "grab" and character samples representing various mineralization types from exposed zones. Of these, ten samples returned significant values for copper, nickel, and zinc, while six samples displayed anomalous cobalt content. The observed mineralization ranged from massive to semi-massive sulphides, primarily comprising visible pyrite, pyrrhotite, chalcopyrite, and sphalerite within mafic and ultramafic volcanic rocks, to disseminated and streaky sulphides within black interflow sedimentary material.
Highlights Assay Results
The assay results for the surface samples are summarized as follows:
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Copper: 0.04% to 0.64% Cu
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Nickel: 0.06% to 0.29% Ni
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Zinc: 0.05% to 0.52% Zn
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Cobalt (anomalous samples): 0.019% to 0.023% Co, associated with higher nickel values
Average values for the heaviest mineralized samples:
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Copper: 0.30% (6 samples)
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Nickel: 0.20% (5 samples)
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Zinc: 0.40% (4 samples)
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Cobalt: 0.021% (6 samples)
Discussion of Results
These results are considered significant given the limited outcrop exposure available for sampling and the established zoned nature of this style of mineralization, as demonstrated by the Company’s drilling results from 2024 (see news release dated December 5th, 2024). Notably, the anomalous cobalt values are the first reported by Sparton in this area, suggesting the possibility of mineral zoning across different parts of the property.
Future work planned for this area includes detailed Horizontal Loop Electromagnetic and Magnetic surveys, with the potential for additional drilling at a later stage.
Upcoming Drilling Program at Pense
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A diamond core drilling program, totalling up to 1,000 metres, is scheduled to commence in late November. This initiative will target geophysical anomaly sites identified on the Pense Quebec claims. Edcor Drilling Services Inc. has been contracted for this work, and mobilization of equipment to the site is currently underway.
VRB Energy
On March 15, 2021, VRB Energy announced a major new agreement for flow battery manufacturing and related activities. This included an agreement for China’s largest solar battery; a 100MW solar & storage project in Hubei Province. The framework agreement also included provision for a ‘Gigafactory’ manufacturing facility and vanadium flow battery R&D institute.
VRB Energy announced this framework agreement for the 100 megawatt (MW) solar photovoltaic (PV) and 100MW / 500MWh vanadium flow battery integrated power station project located in Xiangyang, Hubei Province.
On July 2, 2021, VRB Energy announced an investment of US$24 million by BCPG PLC – a Thailand-based public company and developer and owner of renewable energy projects in Asia-Pacific region, with 900 megawatts (MW) in operating and a pipeline of over 2,200MW, across Southeast Asia, Japan and Australia This investment is in the form of a convertible bond which comes due in June 2026..
On July 14, 2021, Sparton reported that VRB Energy’s vanadium redox battery system has been selected for national evaluation in China.
On October 15, 2024, Ivanhoe Electric Inc. announced that definitive agreements have been signed between VRB Energy and Red Sun and certain other affiliates, finalizing the terms of the transaction. (see VRB Energy Transaction , above)
Chebucto Gas
Sparton holds an estimated 6.5% unitized working interest in the Chebucto natural gas field, in the Sable Island area of offshore Nova Scotia. This is part of the Scotia Offshore Energy Project (“SOEP”). SOEP gas production was terminated in 2018 by the operator Exxon–Mobil.
These include SDL 2286, part of the Chebucto gas field, in which the Company owns a 12.5 % working interest. Chebucto is located near the existing North Triumph production facilities. The SOEP supplies natural gas into the northeast seaboard areas of the United States and Canada. Sparton has owned the Chebucto interest since 1997.
There were no other new developments with Chebucto during the years in 2023 and 2024-5. In 2013, the Company had re-assessed the value of the oil and gas properties and concluded an impairment and written down the value of the properties to $1 due to the continuing low price of natural gas.
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Financial Highlights
Results of Operations
For the nine months period ended September 30, 2025
The Company report a net income from operations for nine months in 2025 of $24,848 compared to net loss of $642,010 for 2024, due to a gain of $275,000 from the disposal of 25% interest in Bruell Property by the Company in the period. The Company’s contract drilling subsidiary, EDCOR, recorded $nil revenue in the period in 2025 (2024 - $nil) and $nil drilling costs (2024 - $nil). Operating expenses totalled $250,142 in 2025 (2024 - $642,020). Main operating expenses include $74,031 exploration expenditures (2024 – $466,889), $49,118 (2024 - $41,258) general and administrative expenses, $42,060 (2024 - $39,880) management and consulting fees, $27,929 (2024 - $15,274) professional fees, $4,681 (2024 - $3,465) interests, $14,224 (2024 - $13,500) occupancy costs, $17,048 (2024 - $27,956) transfer agent filing and listing fees, $15,362 (2024 - $31,916) depreciation expenses, and other expenses. The Company disposed of the 25% interest in Bruell Property for $275,000 plus 2% NSR and paid $20,000 legal fees for the transaction in the period in 2025. Net income per share for the period basic and diluted was $0.00 (2024 – net loss of $0.00). Cash from operating activities was of $157,900 (2024 – used of 378,747) for the period ended September 30, 2025. The cash from operation activities in the period ended September 30, 2025 was partly due to the receipt of $129,955 government receivable from Ontario under the OJEP funding program as of December 31, 2024, and the $275,000 gain on sale of property in the period. The Company disposed of the 25% interest in Bruell Property for $275,000 plus a 2% production NSR and paid $20,000 legal fees for the transaction in the three months period in 2025.
During the period in 2025, the Company reported cash from investing activities of $nil (2024 – $nil
During the period ended September 30, 2025, the Company repaid $5,000 of its $30,000 CEBA loan, and paid interest of $1,295 for a line of credit. In 2024 - a total cash flow from financing activities of $292,000 was reported.
For the three months period ended September 30, 2025
The Company report a net loss from operations for three months in 2025 of $63,476 compared to net loss of $179,851 for 2024. Net loss per share for the period basic and diluted was $0.00 (2024 – net loss of $0.00).
Quarterly Information
The following table sets out selected quarterly financial information of Sparton and is derived from quarterly financial statements prepared by management:
| Sept. 30, 2025 |
June 30, 2025 |
Mar 31, 2025 |
Dec 31, 2024 |
Sept 30, 2024 |
June 30, 2024 |
Mar 31, 2024 |
Dec 31, 2023 |
|
|---|---|---|---|---|---|---|---|---|
| Operating Revenue ($) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Total Net (Income) Loss ($) |
(63,476) | (192,853) | 104,51 9 |
65,652 | 179,851 | 130,228 | 331,931 | 168,671 |
| Basic and Diluted Loss (gain)Per Share($) |
0.00 | |||||||
| 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
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Liquidity and Financial Condition
As of September 30, 2025, Sparton had a liquidity concern. It had current assets of $160,379 (December 31, 2024 - $207,768), and a working capital deficit of $315,400 (December 31, 2024 – $355,620). Cash was $103,576 (December 31, 2024 - $5,253). Amount receivables were $39,647 (December 31, 2024 - $192,892). Prepaid expenses were $17,156 (December 31, 2024 - $9,623). Property, plant and equipment assets were $6,389 on September 30, 2025 (December 31, 2024 - $21,751). Long term investment in VRB Energy valued at $1,628,406 (December 31, 2024 - $1,683,513). Current liabilities totalled $475,779 on September 30, 2025 (December 31, 2024 - $563,388). Included in the current liability were $50,000 bank line of credit (December 31, 2024, $50,000), $72,467 (December 31, 2024 - $149,530) accounts payable and accrued liabilities, $230,167 (December 31, 2024 - $231,702) of loans payable, and $123,145 (December 31, 2024 - $132,156) due to related parties.
As of September 30, 2025, the Company had a bank indebtedness of $50,000 line of credit, that bears annual interest rate of prime plus 1.3% (6.5% as at December 31, 2024), unsecured and due on demand. $1,295 interest was paid for the period ended September 30, 2025 (2024 - $nil).
As at September 30, 2025, there was a short-term loan of $52,000 (December 31, 2024 - $52,000) bearing annual interest of 6%, payable on a quarterly basis in arrears, unsecured, and due on demand. As at September 30, 2025, there was $150,616 (December 31, 2024 -$148,275) interest payable accrued for this loan.
The Company had interest free government subsidy loans (CEBA) payable with a future payment of $27,551 as at September 30, 2025 (December 31, 2024 - $31,426) that is due on demand.
Non-controlling interests representing carrying value of the share interest held by minority shareholders in Sparton’s subsidiary VanSpar was $351,303 as of September 30, 2025 ($356,898 as of December 31, 2024).
Capital Management:
The Company is not subject to any capital requirements by a lending institution or regulatory body, other than the TSX Venture Exchange (“TSX-V") which requires adequate working capital or financial resources of the greater of a) $50,000 and b) the amount required to maintain operations and cover general and administrative expenses for 6 months. As of November 26, 2025, the Company is compliant with this policy of the TSX-V.
Outstanding Share Data
Sparton’s authorized capital consists of an unlimited number of common shares without par value. As at September 30, 2025, there were 169,941,537 common shares issued and outstanding.
As of September 30, 2025, there were 300,000 share options outstanding and 8,460,000 warrants outstanding.
Subsequent to September 30, 2025, the Company has issued 6,000,000 Quebec Flow-Through Share (“QFTS”) Units of the Company (each, a “QFTS Unit”) at a price of C$0.035 per QFTS Unit for proceeds of C$210,000. Each QFTS Unit will consist of one common share of the Company one half a non-flow through Share Purchase Warrant (“SPW”) or a total of 3,000,000 full SPWs. Each full SPW will entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.08 for a period of 12 months following the Issue Date.
Subsequent to September 30, 2025, the Company granted 4,200,000 stock options to its directors, officers and consultants, each option entitles the holder to purchase one common shares of the Company at a price of $0.03 until November 14, 2025. The options vested immediately on granting.
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Related Party Transactions
The Company’s related parties consist of the following:
| Relatedparties | Relationship |
|---|---|
| A. Lee Barker | CEO and President; minority shareholder of VanSpar |
| Wes Roberts | Director |
| Richard D. Williams | Director; minority shareholder of VanSpar |
| Oriental Sources Inc. | A companycontrolled bythe Company's CFO |
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Due to relatedparties | $ | $ |
| Consulting fees payable to Oriental Sources Inc. (i) | 32,853 | 32,864 |
| Rent and feespayable to Lee Barker(i) | 90,292 | 99,292 |
| Total | 123,145 | 132,156 |
- (i) During the period in 2025, $13,500 (2024 - $13,500) office space rent expenses were accrued for property owned by the President of the Company. The Company was also billed and paid $31,500 plus HST (2024 - $27,000) by a company controlled by the CFO of the Company for consulting fees which were recorded as management and consulting fees on the consolidated statement of loss.
The compensation expense associated with key management and directors for employment services or similar during the nine-month s in 2025 and 2024 are as the follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Salaries, consultant fees and | ||||
| other benefits | $ | 31,500 | $ | 27,000 |
| $ | 31,500 | $ | 27,000 |
Recently Issued Accounting Pronouncements
The Company has determined that new standards, interpretations and amendments to existing standards have been issued by the IASB or IFRIC that are either not applicable to the Company or that no material effect is expected on the financial statements as a result of adoption.
Critical Accounting Estimates and Judgements:
The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accounting estimates will, by definition, seldom equal the actual results. The following discussion sets forth
management’s:
-
most critical estimates and assumptions in determining the value of assets and liabilities; and
-
most critical judgments in applying accounting policies.
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Please refer to Note 3 to the December 31, 2024, audited consolidated financial statements for the critical accounting estimates and judgements used by management for the financial statements.
Financial instruments and risk factors
The Company’s current major projects are the Chebucto, offshore Nova Scotia, natural gas license, the nearby North Triumph license, the Bruell property, and the Sir Harry Oakes Mining property and the new Pense Polymetallic Project. Unless the Company acquires or develops additional project, the Company will be mainly dependent upon these projects. If no additional major mineral related assets are acquired by the Company, any adverse development affecting these assets would have a material adverse effect on the Company’s financial condition and results of operations.
Other risk factors and the impact on the Company's financial instruments are summarized in the Note 4 to the December 31, 2024, audited consolidated financial statements. There have been no changes in the risks, objectives, policies and procedures from the previous year.
Please refer to the Note 4 to the December 31, 2024, audited consolidated financial statements of the Company for the discussions on the financial instruments the Company holds, and the risk factors and analysis.
Off-Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements.
Corporate Governance and Management’s Responsibility for Financial Statements
Management of the Company is responsible for the preparation and presentation of the annual and interim consolidated financial statements and notes thereto and the accompanying MD&A and other information contained therein. Additionally, it is management’s responsibility to ensure that the Company complies with the laws and regulations applicable to its activities. The Company’s management is accountable to the Board of Directors (“Directors”), each member of which is elected annually by the shareholders of the Company. Responsibility for the reviewing and approving of the Company’s annual audited and quarterly unaudited consolidated financial statements and related MD&A is delegated by the Directors to the Audit Committee, which is comprised of three directors, two of whom are independent of management.
The consolidated financial statements and information in the MD&A necessarily include amounts based on informed judgments and estimates of the expected effects of current events and transactions with appropriate consideration to materiality. In addition, in preparing the financial information management must interpret the requirements described above, make determinations as to the relevancy of information to be included, and make estimates and assumptions that affect reported information. The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.
All relevant information related to the Company is filed electronically at www.sedar.com and on the Company’s website at www.spartonres.ca.
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Outlook
One of the challenges for clean electricity (wind and solar) is storage. The energy storage industry has now become a significant growth business with installations of clean electricity generation systems around the world. China has been particularly aggressive in this program with its movement to reduce pollution from its fossil fuel power plants. The best solution for power storage and grid distribution on a large scale appears to be the vanadium redox battery. Through Sparton’s interest in vanadium, the Company’s subsidiaries have been provided with the opportunity to be a participant in this exciting nascent global market. Recent China Central government policy statements are both encouraging and mandating the use of vanadium flow batteries in China and the VRB Energy business is expected to grow now that vanadium prices have moved to levels that make vanadium flow batteries competitive with systems such as lithium.
It is anticipated that new contracts for storage systems will be forthcoming both in Asia and internationally. VRB Energy is actively pursuing new sales opportunities and economical sources of vanadium both inside and outside of China and VRB USA is actively developing a new manufacturing facility in Arizona USA.
The formation of the VRB China Joint Venture in late 2024 has accelerated battery sales in Asia and the ongoing development of VRB USA is expected to result in new business in North America and internationally.
Mineral exploration and mining objectives continue to be the focus of the Company’s long-term plans as well as the ongoing search for other resource opportunities. With an emphasis on gold as a priority exploration target Sparton has recognized that, with the current economic situation and Covid-19 influence on the world economy, quality gold projects represent the best opportunity for financing and development.
The positive results achieved at Bruell during 2019 generated interest by Eldorado Gold to invest in the project as a joint venture partner and post the Covid-19 Quebec exploration lockdown new geophysical surveys, geochemical sampling and over 10,000m drilling was carried out at Bruell by Eldorado in 2023. The sale of the Company remaining 25% interest in the Bruell claims to Eldorado in 2025 provided Sparton with cash and an ongoing production royalty if the property is developed into a producer.
By selecting projects near producing gold mines, the Company, if successful in locating new resources, has the potential for strong nearby partners to support additional exploration and development. With the ongoing Canada / US dollar exchange rate very favorable for domestic gold producers the Company believes that seeking viable precious metals projects in Canada will continue to be its focus. The agreement with Eldorado Gold for Bruell in the Val d’Or area of Quebec (nearby Lamaque Mine) and acquisition of the Oakes mining leases near Alamos Gold’s Young Davidson Mine, near Matachewan, Ontario, are examples of this Company strategy.
New financing initiatives to support all of these activities are being pursued by Company management on an ongoing 2asis. New project opportunities are also becoming available as competitors struggle to raise financing, and these are also being evaluated.
Subsequent Event
The new financing completed in early and mid-November 2025 totaled $225,000 and additional funds are expected to become available to support the Company’s exploration and corporate activities.
Please see Note 12 to the Sparton unaudited interim consolidated financial statements for the nine-month periods ended September 2025, and 2024.
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