Mr. A. Lee Barker reports

SPARTON ANNOUNCES REVISION TO CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OFFERING FOR ITS CRITICAL METALS EXPLORATION PROGRAMS

Sparton Resources Inc. closed on Dec. 29, 2023, the second tranche of the non-brokered private placement announced on Dec. 8, 2023, for gross proceeds of $205,000 (formerly reported as $207,000).

This financing is fully closed, effective Dec. 31, 2023.

Sparton has issued 1.5 million flow-through share units of the company at a price of five cents per FTS unit for proceeds of $75,000. Each FTS unit consists of one common share of the company and one-half non-flow-through share purchase warrant (1.5 million one-half or 750,000 full SPWs). Each FTS will consist of one common share of the company to be issued as a critical metal flow-through share within the meaning of the Income Tax Act (Canada).

Each full SPW will entitle the holder thereof to purchase one common share of the company at a price of eight cents for a period of 24 months following the effective issue date or Dec. 29, 2025.

The company has also issued 3.25 million non-flow-through share units (NFTSUs) at a price of four cents for each NFTSU for proceeds of $130,000, (formerly reported as $132,000). Each NFTSU consists of one common share of the company and one-half SPW.

Each full SPW will entitle the holder thereof to purchase one common share of the company at a price of six cents for a period of 24 months following the effective issue date or Dec. 29, 2025.

The company intends to use the proceeds of the offering for general corporate purposes and the exploration of the company's critical metal projects in Ontario and Quebec. These include the Pense-Montreuil polymetallic metal project east of Englehart, Ont., and straddling the Ontario-Quebec border, where historical work has identified zinc-copper-nickel mineralization with minor cobalt values, and little work has been done for over 20 years. The Oakes gold and related copper mineralization project near Matachewan, Ont., has over five untested drill targets in close proximity to the former producing Ryan Lake copper and molybdenum mine, and the current Young Davidson gold producer. Work will consist of airborne electromagnetic surveys, follow-up ground truthing of anomalies and diamond core drilling. The Oakes project has a number of untested induced polarization zones outlined by the company that have never been tested, and some of these are related to rock units similar to those hosting the nearby copper and molybdenum mineralization.

The gross proceeds from the issuance of the FTS will be used to incur resource exploration expenses, which will constitute Canadian exploration expenses, as defined in Subsection 66.1(6) of the Income Tax Act, and flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act, which will be renounced with an effective date no later than Dec. 31, 2023, to the purchasers of the FTS units in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each subscriber of FTS units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures.

The closing of the offering has received all necessary regulatory approvals, including the TSX Venture Exchange.

No finders' fees have been paid for these placements.

The FTS, NFTS shares and warrant shares, and any common shares of the company that are issuable from exercising any warrants will be subject to a hold period ending on the date that is four months plus one day following the issue date of Dec. 29, 2023, in accordance with applicable securities laws.

We seek Safe Harbor.