UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549






FORM 10-Q



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September
30, 2014



OR



oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition
period from ______ to ______.



Commission File Number: 001-34996






SPARTAN GOLD LTD.

(Exact name of registrant as specified in its
charter)








|Nevada                                                                 |  |  | 27-3726384                       
|---------------------------------------------------------------------- |  |  | ---------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  |  | (IRS Employer Identification No.)
|                                                                       |  |  |                                  
|122 Fourth Ave., Suite 103
        Indialantic, FL                     |  |  | 32903                            
|(Address of principal executive offices)                               |  |  | (Zip Code)                       



(480) 477-1585

(Registrant’s
telephone number, including area code)








Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.      YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       YesxNoo



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition
of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act:



|Large accelerated filero                                            | Accelerated filero        
|------------------------------------------------------------------- | --------------------------
|Non-accelerated filero(Do not check if a smaller reporting company) | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.      YesoNox



As of November 17, 2014 the registrant had 42,335,944
shares of its Common Stock, $0.001 par value, outstanding.
















SPARTAN GOLD LTD.

FORM 10-Q

SEPTEMBER 30, 2014

INDEX



|PART I – FINANCIAL INFORMATION | 3                                                                                                    
|------------------------------ | -----------------------------------------------------------------------------------------------------
|                               |                                                                                                      
|Item 1.                        | Financial Statements                                                                                 
|                               | Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013               
|                               | Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2014 and 2013
|                               | Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2014 and 2013          
|                               | Notes to Consolidated Financial Statements (unaudited)                                               
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                
|Item 3                         | Quantitative and Qualitative Disclosures About Market Risk                                           
|Item 4.                        | Controls and Procedures                                                                              
|                               |                                                                                                      
|PART II – OTHER INFORMATION    |                                                                                                      
|                               |                                                                                                      
|Item 1.                        | Legal Proceedings                                                                                    
|Item 1.A.                      | Risk Factors                                                                                         
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                          
|Item 3.                        | Defaults Upon Senior Securities                                                                      
|Item 4.                        | Mine Safety Disclosures                                                                              
|Item 5.                        | Other Information                                                                                    
|Item 6.                        | Exhibits                                                                                             
|                               |                                                                                                      
|SIGNATURES                     |                                                                                                      





2







PART I – FINANCIAL INFORMATION



Item 1. Financial Statements







SPARTAN GOLD
LTD.

Consolidated Balance Sheets





|                                                                                                                                                        |  | September 30, |             |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ------------ | -
|                                                                                                                                                        |  | 2014          |             |   | 2013         |  
|                                                                                                                                                        |  | (unaudited)   |             |   |              |  
|ASSETS                                                                                                                                                 
|                                                                                                                                                        |  |               |             |   |              |  
|Current assets:                                                                                                                                         |  |               |             |   |              |  
|Cash                                                                                                                                                    |  | $             | 2,018       |   |              | $
|                                                                                                                                                        |  |               |             |   |              |  
|Total current assets                                                                                                                                    |  |               | 2,018       |   |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Property and equipment, net                                                                                                                             |  |               | –           |   |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Total assets                                                                                                                                            |  | $             | 2,018       |   |              | $
|                                                                                                                                                        |  |               |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                  
|                                                                                                                                                        |  |               |             |   |              |  
|Current liabilities:                                                                                                                                    |  |               |             |   |              |  
|Accounts payable                                                                                                                                        |  | $             | 256,529     |   |              | $
|Accrued expenses (Note 3)                                                                                                                               |  |               | 433,704     |   |              |  
|Due to related parties (Note 3)                                                                                                                         |  |               | 204,404     |   |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Total current liabilities                                                                                                                               |  |               | 894,637     |   |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Commitments and contingencies (Note 5)                                                                                                                  |  |               |             |   |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Stockholders' deficit (Note 4):                                                                                                                         |  |               |             |   |              |  
|Common stock $.001 par value 1,000,000,000 shares authorized, 42,335,944 shares issued and
    outstanding, at September 30, 2014 and December 31, 2013 |  |               | 42,336      |   |              |  
|Common stock issuable, nil and 2,500,000 shares issuable at September 30,
    2014 and December 31, 2013, respectively                                  |  |               | –           |   |              |  
|Common stock subscriptions receivable                                                                                                                   |  |               | –           |   |              |  
|Additional paid-in capital                                                                                                                              |  |               | 18,344,364  |   |              |  
|Deficit accumulated from prior operations                                                                                                               |  |               | (208,131    | ) |              |  
|Deficit accumulated during the exploration stage                                                                                                        |  |               | (19,071,188 | ) |              |  
|Total stockholders' deficit                                                                                                                             |  |               | (892,619    | ) |              |  
|                                                                                                                                                        |  |               |             |   |              |  
|Total liabilities and stockholders' deficit                                                                                                             |  | $             | 2,018       |   |              | $



See accompanying notes to consolidated financial statements.





3









SPARTAN GOLD
LTD.

Consolidated Statements of Operations

(unaudited)











|                                                                                        |  | For the Three Months Ended |            |   | For the Nine Months Ended |  
|--------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | -
|                                                                                        |  | September 30,              |            |   | September 30,             |  
|                                                                                        |  | 2014                       |            |   | 2013                      |  
|Operating expenses:                                                                     |  |                            |            |   |                           |  
|General and administrative (Note 3)                                                     |  | $                          | 76,318     |   |                           | $
|Mineral property expenditures (Note 2)                                                  |  |                            | 42,720     |   |                           |  
|Mineral property exploration costs (Note 2)                                             |  |                            | 9,920      |   |                           |  
|                                                                                        |  |                            |            |   |                           |  
|Net loss                                                                                |  | $                          | (128,958   | ) |                           | $
|                                                                                        |  |                            |            |   |                           |  
|Net loss per share - Basic and diluted                                                  |  | $                          | (0.00      | ) |                           | $
|                                                                                        |  |                            |            |   |                           |  
|Weighted average number of shares outstanding during
    the period - Basic and diluted |  |                            | 42,335,944 |   |                           |  





See accompanying notes to consolidated financial statements.





4







SPARTAN GOLD
LTD.

Consolidated Statements of Cash Flows

(unaudited)



|                                                                                     |  | For the Nine Months Ended |         
|------------------------------------------------------------------------------------ |  | ------------------------- | --------
|                                                                                     |  | September 30,             |         
|                                                                                     |  | 2014                      |         
|Cash flows used in operating activities:                                             |  |                           |         
|Net loss                                                                             |  | $                         | (266,010
|Adjustments to reconcile net loss to net cash used in operations:                    |  |                           |         
|Depreciation                                                                         |  |                           | 254     
|Changes in operating assets and liabilities:                                         |  |                           |         
|Accounts payable                                                                     |  |                           | 43,988  
|Accrued expenses                                                                     |  |                           | 162,639 
|Net cash used in operating activities                                                |  |                           | (59,129 
|                                                                                     |  |                           |         
|Cash flows from financing activities:                                                |  |                           |         
|Advances from related parties                                                        |  |                           | 71,739  
|Payments to related parties                                                          |  |                           | (10,920 
|Net cash provided by financing activities                                            |  |                           | 60,819  
|                                                                                     |  |                           |         
|Net increase (decrease) in cash                                                      |  |                           | 1,690   
|                                                                                     |  |                           |         
|Cash at beginning of period                                                          |  |                           | 328     
|                                                                                     |  |                           |         
|Cash at end of period                                                                |  | $                         | 2,018   
|                                                                                     |  |                           |         
|Supplemental disclosure of cash flow information:                                    |  |                           |         
|                                                                                     |  |                           |         
|Cash paid for interest                                                               |  | $                         | –       
|                                                                                     |  |                           |         
|Cash paid for taxes                                                                  |  | $                         | –       
|                                                                                     |  |                           |         
|Non-cash investing and financing activities:                                         |  |                           |         
|Cancellation of stock subscriptions received for the sale of 2,500,000 common shares |  |                           |         
|Common stock issuable                                                                |  | $                         | (250,000
|Common stock subscriptions receivable                                                |  | $                         | 250,000 
|                                                                                     |  |                           |         
|Stock issued for financing fees                                                      |  |                           |         
|Common stock                                                                         |  | $                         | –       
|Additional paid in capital                                                           |  | $                         | –       
|Common stock issuable                                                                |  | $                         | –       



See accompanying notes to consolidated financial statements.



5







SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)



Note 1 – Nature of Business, Presentation, and Going Concern



Organization



Spartan Gold Ltd., (the “Company”),
was incorporated in Nevada on September 6, 2007.



On May 21, 2010, the Company experienced a
change in control and the Company abandoned its original plan of developing and operating biodiesel facilities to concentrate on
gold exploration.



On July 8, 2010, the Company filed an amendment
to its Articles of Incorporation in the State of Nevada to change its name to Spartan Gold Ltd.  The Company now operates
as a U.S. based junior gold exploration company.



Basis of Presentation



The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”)
for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information
and footnotes required in annual financial statements. In the opinion of management, the unaudited consolidated financial statements
contain all adjustments necessary to present fairly the financial position and results
of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected
for any other interim period or for the entire year.



These unaudited consolidated financial statements
should be read in conjunction with the 2013 annual financial statements included in the Annual Report on Form 10-K, filed with
the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2014.



Exploration Stage Company



As of July 8, 2010, the Company became an “exploration
stage company” as defined in the SEC Industry Guide 7, and was subject to compliance with the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”.  On
June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity. The incremental
reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to development
stage entities. The amendments of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company
has elected early adoption of this guidance effective with the filing of its prior quarterly report. Deficits accumulated prior
to becoming an “exploration stage company” has been separately presented in the accompanying consolidated balance sheets.



Going Concern



The accompanying unaudited consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company has incurred a net loss of $266,010 for the nine months ended September
30, 2014 and has incurred cumulative losses since inception of the exploration stage of $19,071,188.  The Company has
a stockholders’ deficit of $892,619 at September 30, 2014.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern.  The Company’s continuation as a going concern is dependent upon
its ability to generate revenues, its ability to continue to raise investment capital, and to implement its business plan.  No
assurance can be given that the Company will be successful in these efforts.



These unaudited consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Management
believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity
for the Company to continue as a going concern.



6







SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)





Note 2 – Mineral Properties



A summary of costs incurred by property
is as follows:





|                                     |  | Poker Flats |        |  | Ziggurat |   |        |       | 
|------------------------------------ |  | ----------- | ------ |  | -------- | - | ------ | ----- | 
|                                     |  | Property    |        |  | Property |   |        | Total | 
|Nine Months Ended September 30, 2014 |  |             |        |  |          |   |        |       | 
|Property expenditures                |  | $           | 42,720 |  |          | $ | –      |       | 
|Exploration costs                    |  |             | 9,920  |  |          |   | –      |       | 
|                                     |  | $           | 52,640 |  |          | $ | –      |       | 
|Nine Months Ended September 30, 2013 |  |             |        |  |          |   |        |       | 
|Property expenditures                |  | $           | –      |  |          | $ | 10,000 |       | 
|Exploration costs                    |  |             | 2,940  |  |          |   | 1,120  |       | 
|                                     |  | $           | 2,940  |  |          | $ | 11,120 |       | 





Poker Flats Property



On August 22, 2014, the Company entered into
an Option and Property Acquisition Agreement (the “2014 Agreement”) between Mexivada Mining Corporation (“MMC”
or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The 2014 Agreement replaces a previous Option
and Mining Claim Acquisition Agreement between the parties entered into on December 20, 2010 and amended on March 28, 2011 (the
“First Amendment”) and further amended on December 22, 2011 (the “Second Amendment”). The previous agreement
expired on December 20, 2013 due to the Company not meeting its obligations under the agreement.



MMC is the owner of a 100% interest
in certain mining claims located in the Carlin Mining District in Elko County Nevada, known as the “Poker
Flats” Property, subject to a 3% Net Smelter Royalty (“NSR”) on mineral production.  Under the 2014 Agreement, the
Company and Sphere had the following rights and obligations:



| | · | The Company has paid to MMC $10,000 upon
executing the Option Agreement for its 2013 mining lease obligation under the previous agreement;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company  will pay a one-time
                                                                                                               option payment to MMC of $10,000 on or before October 31, 2014 (unpaid);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company is obligated to pay the $10,000
annual lease payment to the owner beginning December 3, 2014;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | Sphere is required to issue certain shares
of common stock to MMC;
| | - | ------------------------------------------------------------------

| | · | An initial 51% interest in the property
will be earned upon the Company incurring and paying new exploration expenditures of $300,000 on or before December 31, 2015;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An additional 24% interest in the
                                                                                                               property will be earned upon the Company incurring additional exploration expenditures of $250,000 and completing and
                                                                                                               delivering to the Optionor an industry-standard mining feasibility study on or before December 31, 2017; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when the Company elects to
                                                                                                               sell and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up
                                                                                                               to 75% and MMC shall have the right to purchase up to 25% of the 3%  NSR for  $1,000,000 per NSR percentage
                                                                                                               point.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under the terms of the 2014 Agreement,
Sphere is obligated to issue 750,000 common shares of Sphere within 60 days of Spartan acquiring a 51% interest in the Poker
Flats Property, and 750,000 common shares of Sphere within 60 days of Spartan acquiring a total of a 75% interest in the
Poker Flats Property.



7







SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)



Note 2 – Mineral Properties (Continued)



Poker Flats Property (Continued)



On August 23, 2014, in anticipation of this
potential issuance of common shares by Sphere, the Company and Sphere have agreed as follows:



| | · | The Company grants, conveys and assigns
to Sphere a 2% NSR, on its share of mineral production from the Poker Flats Property if and when there is production from the Poker
Flats Property. This 2% NSR granted by the Company to Sphere on the Company's share of production from the Poker Flats Property
is in addition to the 3% NSR retained by the owner of the mining claims leased to MMC, subject to the 2014 Agreement;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when the Company elects to sell
and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 100%
of the 2% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Poker Flats Property,
under terms to be agreed upon by the Company and Sphere;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If the Company fails or is unable to exercise
the option to acquire the Poker Flats Property under the 2014 Agreement, or the Company elects not to purchase the NSR granted,
conveyed and assigned to Sphere, before selling and conveying the Company’s interest in the Poker Flats Property to an independent
third party, such NSR held by Sphere, applicable to mineral production from the particular property, will terminate and be of no
further force or effect. This provision does not apply to the 3% NSR on mineral production from the Poker Flats Property retained
by the owner of the mining claims subject to the 2014 Agreement;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Within 60 days upon obtaining a 51% interest
in the Poker Flats Property, the Company agrees to issue 250,000 common shares of the Company to Sphere and within 60 days upon
obtaining a total of a 75% interest in the Property, the Company agrees to issue an additional 250,000 common shares of the Company
to Sphere; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sphere agreed that they will not pursue
acquisition of other mining properties or mining development opportunities within two miles of the current boundary of the Poker
Flats Property.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 1, 2011, the Company entered into
a Mining Lease and Agreement (the “Agreement”) with K & K Tomera Lands, LLC, a Nevada Limited Liability Company
(“Tomera”). The Agreement pertains to the Poker Flats property located within the Carlin Mining District in Elko County,
Nevada.



Under the terms of this Agreement, the Company
agreed to pay Tomera a of 5% NSR, as defined in the Agreement. In order to maintain this Agreement in effect, the Company shall
pay to Tomera Advance Minimum Royalty (“AMR”) payments. AMR payments are calculated based on the net mineral acres
leased on an annual basis. The Company paid, at the execution of the Agreement, $30,800 for the first year of the lease based on
the 1,760 net mineral acres leased at $17.50 per acre. Future AMR payments, on a per net mineral acre basis, are: $17.50 per acre
on the first and second anniversaries of the Agreement, $21.00 per acre on the third and fourth anniversaries, $24.50 per acre
on the fifth and sixth anniversaries, and $28.00 per acre on the seventh and any subsequent anniversaries. The Company paid $30,800
and $30,800 during the years ended December 31, 2013 and 2012, respectively, and $nil during the nine months ended September 30,
2014. At September 30, 2014, the Company has accrued $36,960 payable to Tomera for these AMR payments. The term of the Agreement
is for a period of ten years. The Company has the option to extend the initial term for an additional ten year period.



In connection with the Agreement, the Company
entered into a Surface Access and Use Agreement on April 1, 2011 with Kevin Tomera, a Nevada resident, which grants the Company
general rights of ingress and egress over certain surface tracts and the right to use the surface tracts in conduct of its mineral
exploration, development and mining activities. Additionally, Kevin Tomera has granted the Company an option to purchase portions
of the surface tracts. Under the terms of the Surface Access and Use Agreement, the Company agrees to pay Kevin Tomera annual
rental of $4.50 per acre for each acre of land included in the surface tracts. The Company paid $7,260 and $5,760 during the years
ended December 31, 2013 and 2012, respectively, and $nil during the nine months ended September 30, 2014. At September 30, 2014,
the Company has accrued $5,760 payable to Kevin Tomera for these surface rents. The term of the Agreement is for ten years.



8







SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)





Note 2 – Mineral Properties (Continued)



Ziggurat Property



On December 27, 2010, the Company entered
into an Option and Mining Claim Acquisition Agreement (the “Option Agreement”) between MMC and Sphere.  The
agreement was amended on March 28, 2011 (the “First Amendment”) and further amended on December 22, 2011
(the “Second Amendment”).



MMC is the owner of a 100% interest in certain
mining claims in Nye County, in the State of Nevada, known as the “Ziggurat” Property. Resulting from the Agreement
and First and Second Amendments, the Company and Sphere had the following rights and obligations:



| | · | Issuance of 393,125 shares of common stock
(issued at a fair value of $7,076,250) and 41,875 shares of common stock (issued at a fair value of $753,750) to Sphere and MMC,
respectively on execution of the amended Option Agreement;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Issuance of a warrant to purchase 193,100
shares (recorded at a fair value of $1,853,760) and a warrant to purchase 41,875 shares (recorded at a fair value of $402,000)
to Sphere and MMC, respectively, with an exercise price of $20.00 per share until March 28, 2016;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company paid to MMC $25,000 upon
executing the Option Agreement;
| | - | --------------------------------------------------------------------

| | · | The Company paid to MMC $35,000 on
May 27, 2011;
| | - | ------------------------------------------------

| | · | The Company paid to MMC
                                                                                                               $25,000                                                                                                                on or
                                                                                                               before the second anniversary date of the Agreement;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company was to pay to MMC
                                                                                                               $25,000 on or before the third anniversary date of the Agreement;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An initial 51% interest in the property
will be earned upon incurring exploration expenditures of $1,500,000 on or before the third anniversary date of the agreement,
all of which will be paid by the Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An additional 24% interest in the
                                                                                                               property will be earned upon incurring additional exploration expenditures of $1,000,000 and completing and delivering to the
                                                                                                               Optionor an industry-standard mining feasibility study on or before the fifth anniversary date of the agreement;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sphere is required to issue certain shares
of common stock to MMC;
| | - | ------------------------------------------------------------------

| | · | The Company granted a 2.5% NSR for any
and all products that are produced from the Ziggurat mining claims to Sphere and a .5% NSR to MMC;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when the Company elects to sell
and convey all or a portion of its interest in the Ziggurat Property, the Company shall have the right to purchase up to 100% of
the 2.5% NSR granted, conveyed and assigned by the Company to Sphere on its share of production from the Ziggurat Property, under
terms to be agreed upon by the Company and Sphere.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Further, the Company paid $117,250 and $16,750
(not paid) to Sphere and MMC, respectively, of which 50% is to be paid within 60 days after the effective date of a S-1 to be filed
with the SEC and the remainder after such date of the Company obtaining financing of $2,000,000. As of September 30, 2014, the
Company has neither filed the S-1 nor obtained such financing.



As of December 27, 2013 (the third anniversary
date), the Company had incurred $213,659 of exploration and property expenditures on the property. On December 30, 2013, the Company
received a letter from MMC stating that the agreement was in default and thus was terminated. Accordingly, the Company has not
earned the initial 51% interest pursuant to the terms of the Option and Claim Acquisition Agreement.



9







SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)





Note 3 – Related Party Transactions



As of September 30, 2014 and December 31,
2013, the Company owed a total of $150,585 and $130,585, respectively, to Sphere.  The advance is included in due to related
parties and is unsecured, has no repayment date, and does not bear interest.



As of December 31, 2013, the Company
owed its President and Director a total of $13,000. During the nine months ended September 30, 2014, the Company received
$36,369 of additional advances and repaid $1,000, leaving a balance of $48,369 at September 30, 2014. The advance is included
in due to related parties and is unsecured, has no repayment date, and does not bear interest.



During the nine months ended
September 30, 2014, the Company received an advance of $700 from its Chief Financial Officer and Director. The advance is
included in due to related parties and is unsecured, has no repayment date, and does not bear interest.



During the nine months ended September
30, 2014, the Company received advances of $14,670 from a Director and repaid $9,920, leaving a balance of $4,750 at
September 30, 2014. The advance is included in due to related parties and is unsecured, has no repayment date, and does not
bear interest.



Accounts payable at September 30, 2014 includes
$40,000 (December 31, 2013 - $31,000) of amounts due to the Company’s Chief Financial Officer for services rendered and
$26,054 (December 31, 2013 - $19,139) of amounts due to four of the Company’s directors for reimbursement of rent and travel
expenses. Accrued expenses at September 30, 2014 and December 31, 2013 include $408,000 and $255,000, respectively, of accrued
compensation for officers.



Note 4 – Stockholders’ Deficit



The Company’s authorized number of common
shares is 1,000,000,000 with a $0.001 par value.



Warrants



The following table summarizes warrant transactions for the year
ended December 31, 2013 and the nine months ended September 30, 2014:





|                                       |  | Number      |           |  | exercise |   |      | contracted   |  |  | intrinsic | 
|-------------------------------------- |  | ----------- | --------- |  | -------- | - | ---- | ------------ |  |  | --------- | 
|                                       |  | of warrants |           |  | price    |   |      | term (years) |  |  | value     | 
|                                       |  |             |           |  |          |   |      |              |  |  |           | 
|Outstanding at December 31, 2012       |  |             | 2,499,975 |  |          | $ | 3.84 |              |  |  | 3.80      | 
|Granted in 2013                        |  |             | –         |  |          | $ | –    |              |  |  | –         | 
|                                       |  |             |           |  |          |   |      |              |  |  |           | 
|Outstanding at December 31, 2013       |  |             | 2,499,975 |  |          | $ | 3.84 |              |  |  | 2.80      | 
|Granted in 2014                        |  |             | –         |  |          | $ | –    |              |  |  | –         | 
|                                       |  |             |           |  |          |   |      |              |  |  |           | 
|Outstanding at September 30, 2014      |  |             | 2,499,975 |  |          | $ | 3.84 |              |  |  | 2.05      | 
|                                       |  |             |           |  |          |   |      |              |  |  |           | 
|Exercisable at September 30, 2014      |  |             | 2,499,975 |  |          | $ | 3.84 |              |  |  | 2.05      | 
|                                       |  |             |           |  |          |   |      |              |  |  |           | 
|Weighted Average Grant Date Fair Value |  |             |           |  |          | $ | 2.09 |              |  |  |           | 



2012 Equity Plan



On March 28, 2012, the Company’s Board
of Directors approved and adopted the Spartan Gold Ltd. 2012 Equity Incentive Plan (the “2012 Plan”) and reserved
4,750,000 shares of the Company’s common stock for issuance under the 2012 Plan to the Company’s directors, officers,
consultants and other service providers.  The Plan allows for two types of grants: 1) options and 2) stock awards and stock
purchase offers.



10









SPARTAN GOLD LTD.

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)







Note 4 – Stockholders’ Deficit
(Continued)



2012 Equity Plan (Continued)



The Company has granted stock options to employees. The following
summarizes option activity under the 2012 Plan for the year ended December 31, 2013 and the nine months ended September 30, 2014:





|                              |  |               |         |  | Common      |  |           | Weighted | 
|----------------------------- |  | ------------- | ------- |  | ----------- |  | --------- | -------- | 
|                              |  | Shares        |         |  | stock       |  |           | average  | 
|                              |  | available for |         |  | options     |  |           | exercise | 
|                              |  | grant         |         |  | outstanding |  |           | price    | 
|                              |  |               |         |  |             |  |           |          | 
|Balance at December 31, 2012  |  |               | 750,000 |  |             |  | 4,000,000 |          | 
|                              |  |               |         |  |             |  |           |          | 
|Options granted in 2013       |  |               | –       |  |             |  | –         |          | 
|                              |  |               |         |  |             |  |           |          | 
|Balance at December 31, 2013  |  |               | 750,000 |  |             |  | 4,000,000 |          | 
|                              |  |               |         |  |             |  |           |          | 
|Options granted in 2014       |  |               | –       |  |             |  | –         |          | 
|                              |  |               |         |  |             |  |           |          | 
|Balance at September 30, 2014 |  |               | 750,000 |  |             |  | 4,000,000 |          | 





The following table summarizes information
with respect to stock options outstanding and exercisable by employees under the 2012 Plan at September 30, 2014:



|               |  | Options outstanding |           | Options vested and exercisable | 
|-------------- |  | ------------------- | --------- | ------------------------------ | 
|               |  |                     |           | Weighted                       | 
|               |  |                     |           | average                        | 
|               |  |                     |           | remaining                      | 
|               |  | Number              |           | contractual                    | 
|Exercise price |  | outstanding         |           | life (years)                   | 
|               |  |                     |           |                                | 
|$0.10          |  |                     | 4,000,000 |                                | 



Note 5 – Commitments and
Contingencies



See Note 2 – Mineral Properties.



As of September 1, 2012, the Company’s
corporate office is leased from a company owned by its Chief Financial Officer for $1,000 per month on a month-to-month basis.



Note 6 – Subsequent Events



The Company has evaluated subsequent events
through the date the financial statements were issued and filed with the SEC. The Company has determined that there are no other
events that warrant disclosure or recognition in the financial statements.

11







Item 2.    Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS



Certain statements made in this Form 10-Q
are "forward-looking statements" regarding the plans and objectives of management for future operations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of
the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties.
The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions
relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions
and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the
control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance the forward-looking statements included
in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.



The forward-looking statements included
in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance. In
some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe,"
"anticipate," "future," "potential," "estimate," "encourage," "opportunity,"
"growth," "leader," "expect," "intend," "plan," "expand," "focus,"
"through," "strategy," "provide," "offer," "allow," commitment," "implement,"
"result," "increase," "establish," "perform," "make," "continue," "can,"
"ongoing," "include" or the negative of such terms or comparable terminology. All forward-looking statements
included in this Form 10-Q are based on information available to us as of the filing date of this report, and the Company assumes
no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking
statements.



Important factors that might cause our actual
results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors”
section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in our subsequent filings
with the Securities and Exchange Commission.  The following discussion of our results of operations should be read together
with our financial statements and related notes included elsewhere in this report.



Company Overview



Spartan Gold Ltd. (the "Company",
“Spartan”, “we”, “us” or “our”) is a U.S. based junior gold exploration company
with gold exploration and development activities centered in the Carlin-Rain Gold Trend in Nevada.



This region is endowed with major gold deposits
operated by many of the world leaders in the mining industry. Major mining projects in the Carlin Trend are currently operated
by Newmont Mining Corporation (trading on the NYSE) to the north and west of the Poker Flats prospects.  The Company also
has mining interests in the northeast region of Alabama in the historical Arbacoochee Mining District.  The Company is
currently pursuing opportunities for several acquisition targets around the world and focusing on operational plans for current
projects.  The directors, management and advisers of Spartan Gold have over 90 years of combined experience in the exploration
and development of global mining projects.



Spartan's commitment to asset growth and increased
shareholder value will be sustained by the development of highly prospective projects, accelerated exploration activities and the
acquisition of viable resources. Spartan has selected an international board of directors experienced in undertaking exploration,
development and funding of numerous energy and minerals projects around the world.



Company History



Spartan Gold Ltd. was incorporated in Nevada
on September 6, 2007 under the name Powergae, Inc. with the purpose of profitably constructing and operating biodiesel production
facilities, establishing them in strategic locations, and selling the biodiesel through existing petroleum manufacturers and distributors.  On
September 24, 2009, the Company changed its name to Algoil, Inc.  The central concept of Algoil, Inc. was making the
production of biodiesel independent of its traditional sources such as soy bean, rape, sunflower seed or palm oil.



12







On May 21, 2010, the Company experienced a
change in control.  Magic Grace Ltd. (“Magic Grace”) acquired the majority of the issued and outstanding
common stock of Algoil, Inc. in accordance with a stock purchase agreement by and between Andriy Kovalenko and Magic Grace.  On
the closing date, May 21, 2010, pursuant to the terms of the Stock Purchase Agreement, Magic Grace purchased from Mr. Kovalenko
14,290,000 (pre-split) shares of Company’s outstanding common stock for $187,500.  In accordance with the agreement,
all related party obligations were settled.  Also on May 21, 2010, Real Challenge Group, Ltd. (“Real Challenge”)
acquired 935,000 (pre-split) free-trading shares of the Company’s outstanding common stock in accordance with a stock purchase
agreement by and between Andriy Kovalenko, as a duly authorized representative of the selling shareholders, and Real Challenge
for $187,500.   As a result of the change in control, the Company abandoned its original plan of developing and
operating biodiesel facilities.



On July 8, 2010, the Company filed an amendment to its Articles
of Incorporation in the State of Nevada to change its name to Spartan Gold Ltd.  The Company has adopted its new strategic
plan of gold exploration, development and mining.



On July 19, 2010, the Company's Board of Directors
declared a forty-to-one forward stock split of all outstanding shares of common stock.  Subsequently, on August 12, 2010,
Magic Grace contributed to the treasury, and the Company retired, 9,896,250 common shares of stock (395,850,000 as adjusted for
the stock split).  The effect of the stock split and retirement of shares increased the number of shares of common stock
outstanding from 15,225,000 to 213,150,000 as of August 12, 2010.



On October 19, 2011, the Company issued 18,952,774
shares of its common stock to Sphere Resources, Inc. (“Sphere”) in conversion of a Secured Convertible Promissory Note
totaling $379,055 (including accrued interest of $4,055).  As a result of the share issuance, Sphere became the majority
shareholder of the Company.



On November 9, 2011, the Company's Board of
Directors declared a one-for-twenty reverse stock split of all outstanding shares of common stock.  The effect of the
reverse stock split decreased the number of shares of common stock outstanding from 632,892,868 to 31,644,658 as of November 9,
2011.



Plan of Operation



The immediate goal of Spartan’s management
is to secure and augment the prospective land holdings under the Mexivada Mining Corporation (“MMC”) option agreement
located in the Carlin-Rain Gold Trend in Nevada.



The Poker Flats property requires geological
and geochemical mapping and analysis, in conjunction with geophysical mapping involving gravity and magnetic survey work, in order
to better define future drill and exploration targets.  Our strategy is to advance this project to the drilling stage
as aggressively as prudent financing will allow and to determine the presence of gold, silver or other precious mineral reserves.



If we are successful in doing so, we believe
we can attract the attention of the existing mining companies already operating in the area or new mining companies to either enter
into development agreements with us or to acquire the project from us outright.



Additionally, we are currently identifying
other acquisition opportunities.



Mineral Properties



Currently, we have an option and property acquisition
agreement on the Poker Flats property in the Carlin-Rain Mining District in Nevada and own the mineral rights to one property in
the northeast region of Alabama.  A description of each property is summarized below:



Poker Flats Property



On August 22, 2014, the Company entered into
an Option and Property Acquisition Agreement (the “2014 Agreement”) between Mexivada Mining Corporation (“MMC”
or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The 2014 Agreement replaces a previous Option
and Mining Claim Acquisition Agreement between the parties entered into on December 20, 2010 and amended on March 28, 2011 (the
“First Amendment”) and further amended on December 22, 2011 (the “Second Amendment”). The previous agreement
expired on December 20, 2013 due to the Company not meeting its obligations under the agreement.



MMC is the owner of a 100% interest in certain
mining claims located in the Carlin Mining District in Elko County Nevada, known as the “Poker Flats” Property.  Under
the 2014 Agreement, the Company had the following rights and obligations:



| | · | The Company has paid to MMC $10,000 upon
executing the Option Agreement for its 2013 mining lease obligation under the previous agreement;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company will pay a one-time option
payment to MMC of $10,000 on or before October 31, 2014;
| | - | -----------------------------------------------------------------------------------------------

| | · | The Company is obligated to pay the $10,000
annual lease payment to the owner beginning December 3, 2014;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | Sphere is required to issue certain shares
of common stock to MMC;
| | - | ------------------------------------------------------------------

13







| | · | An initial 51% interest in the property
will be earned upon the Company incurring and paying new exploration expenditures of $300,000 on or before December 31, 2015;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An additional 24% interest in the property
will be earned upon the Company incurring additional exploration expenditures of $250,000 and completing and delivering to Optionor
an industry-standard mining feasibility study on or before December 31, 2017;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when the Company elects to sell
and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 75%
and MMC shall have the right to purchase up to 25% of the 3% NSR on mineral production from the Poker Flats Property retained by
the owner of the mining claims subject to the Poker Flats Option Agreement, for one million U.S. dollars (U.S. $1,000,000) per
NSR percentage point;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On August 23, 2014, the Company entered into
an Agreement for Grant of NSR Production Royalty and Share Issue with Sphere. Under the terms of the 2014 Agreement, Sphere is
obligated to issue 750,000 common shares of Sphere within 60 days of Spartan acquiring a 51% interest in the Property, and 750,000
common shares of Sphere within 60 days of Spartan acquiring a total of a 75% interest in the Property.



In consideration of this potential issuance
of common shares by Sphere, the parties have agreed as follows:



| | · | Spartan grants, conveys and assigns to
Sphere a two percent (2%) Net Smelter Returns (NSR) Production Royalty, to be calculated in the same manner as the “Net Smelter
Returns Production Royalty” defined in the 2014 Agreement, on its share of mineral production from the Poker Flats Property
if and when there is production from the Poker Flats Property. This 2% NSR Production Royalty granted by Spartan to Sphere on Spartan's
share of production from the Poker Flats Property is in addition to the three percent (3%) NSR Production Royalty retained by the
owner of the mining claims leased to Mexivada and Area of Interest defined therein, subject to the 2014 Agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when Spartan elects to sell and
convey all or a portion of its interest in the Poker Flats Property, Spartan shall have the right to purchase up to one hundred
percent (100%) of the two percent (2%) NSR Production Royalty granted, conveyed and assigned by Spartan to Sphere on its share
of production from the Poker Flats Property, under terms to be agreed upon by Spartan and Sphere.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | It is understood and agreed among the
Parties that if Spartan fails or is unable to exercise the option to acquire the Poker Flats Property under the 2014 Agreement,
or Spartan elects not to purchase the NSR Production Royalty granted, conveyed and assigned to Sphere, before selling and conveying
Spartan’s interest in the Poker Flats Property to an independent third party, such NSR Production Royalty held by Sphere,
applicable to mineral production from the particular property, will terminate and be of no further force or effect. This provision
does not apply to the three percent (3%) NSR Production Royalty on mineral production from the Poker Flats Property retained by
the owner of the mining claims subject to the 2014 Agreement.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Within 60 days upon obtaining a 51% interest
in the Property, Spartan agrees to issue 250,000 common shares of Spartan to Sphere and within 60 days upon obtaining a total of
a 75% interest in the Property, Spartan agrees to issue an additional 250,000 common shares of Spartan to Sphere.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sphere agrees that they will not pursue
acquisition of other mining properties or mining development opportunities within two (2) miles of the current boundary of the
Poker Flats Property. It is agreed that Sphere may engage in acquisition of mining properties or mining development opportunities
in other geographical areas should such opportunities arise.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 1, 2011, the Company entered into
a Mining Lease and Agreement (the “Agreement”) with K & K Tomera Lands, LLC, a Nevada Limited Liability Company
(“Tomera”). This Mining Lease and Agreement pertains to the Poker Flats property located within the Carlin Mining District
in Elko County, Nevada.



Under the terms of this Agreement, the Company
agreed to pay Tomera a Production Royalty of 5% of NSR, as defined in the Agreement. In order to maintain this Agreement in effect,
the Company shall pay to Tomera Advance Minimum Royalty (“AMR”) payments. AMR payments are calculated based on the
net mineral acres leased on an annual basis. The Company paid, at the execution of the Agreement, $30,800 for the first year of
the lease based on the 1,760 net mineral acres leased at $17.50 per acre. Future AMR payments, on a per net mineral acre basis,
are: $17.50 per acre on the first and second anniversaries of the Agreement, $21.00 per acre on the third and fourth anniversaries,
$24.50 per acre on the fifth and sixth anniversaries, and $28.00 per acre on the seventh and any subsequent anniversaries. The
Company paid $30,800 and $30,800 during the years ended December 31, 2013 and 2012, respectively, and $nil during the nine months
ended September 30, 2014. The term of the Agreement is for a period of ten years. The Company has the option to extend the initial
term for an additional ten year period.



In connection with the Mining Lease and Agreement,
the Company entered into a Surface Access and Use Agreement on April 1, 2011 with Kevin Tomera, a Nevada resident, which grants
the Company general rights of ingress and egress over certain surface tracts and the right to use the surface tracts in conduct
of its mineral exploration, development and mining activities. Additionally, Tomera has granted the Company an option to purchase
portions of the surface tracts. Under the terms of the Surface Access and Use Agreement, the Company agrees to pay Kevin Tomera
annual rental of $4.50 per acre for each acre of land included in the surface tracts. The Company paid $7,260 and $5,760 during
the years ended December 31, 2013 and 2012, respectively, and $nil during the nine months ended September 30, 2014. The term of
the Agreement is for ten years.



14







Poker Flats is located approximately 20 miles
south-southwest of Elko, Nevada in the Carlin-Rain Trend.  Poker Flats began with 500 acres in the Carlin region which
is home to some of the world's leaders in the mining industry.  Neighboring mining projects north and south of Poker
Flats include Newmont Mining Corporation, Gold Standard Ventures Corporation, and Premier Gold Mines Limited.  The Company
expanded Poker Flats to 3,600 acres in 2011, which was reduced to 3,040 acres in October, 2012, and now holds an option for 75%
majority ownership of this project.  The geological mapping process is under way and an updated NI 43-101 report was
completed on November 22, 2011.  The new claim blocks and private mineral rights now included in the Poker Flats project
are surrounded by Newmont Mining Corporation's Emigrant project on the northern border and several other productive projects including
Newmont's Rain-Tess and Emigrant Mines, Premier Gold Mines Limited's Saddle gold prospect and Gold Standard Ventures Corporations'
Railroad gold project.  The Company’s team has completed geological mapping and analysis, in conjunction with geophysical
mapping involving gravity and magnetic survey work.



Additional geophysical, drilling and geological
work is planned at Poker Flats under a two-phase exploration program. Since the property is situated adjacent to other current
gold mining properties such as Pinon and Railroad, and as the mineralization appears similar to those at Newmont's Emigrant and
Rain Mines and at the Railroad deposit, additional exploration expenditures are justified for the Poker Flats property.



The exploration goal at the Poker Flats prospect
is to identify a 500,000 to 1,000,000 ounce open-pit gold mining resource. A major mining project is currently being developed
by Newmont Mining Corporation immediately north of the Poker Flats prospects.



Arbacoochee Gold Prospect



On October 22, 2010, we acquired the mineral
rights to a Gold Prospect which is a tract of approximately 320 acres located in close proximity to the historic Arbacoochee Gold
Mining District. This Prospect contains potentially minable placer located in Cleburne County, Alabama, 9 miles southeast of the
city of Heflin. The property is located adjacent to the historic Gold Hill and is the central drain point for that hill. Most of
the area’s historic gold production came from placer deposits near Gold Hill and Clear Creek. This property has not been
worked in over 120 years.



The Company assumed an existing mineral royalty
agreement which requires the payment of 6% NSR overriding royalty for any and all precious metals that are mined, processed or
recovered from the Arbacoochee Gold Prospect to AMP.



Results of Operations



For the three months ended September 30, 2014 compared to
the three months ended September 30, 2013



Revenues



The Company had no revenue for the three months
ended September 30, 2014 and 2013, respectively as we are still in the exploration stage.



Operating Expenses



For the three months ended September 30, 2014
our total operating expenses were $128,958 compared to $72,505 for the nine months ended September 30, 2013 resulting in an increase
of $56,453. The increase is attributable to an increase in general and administrative expenses of $25,713, offset by an increase
in mineral property expenditures of $32,720, offset by a decrease in mineral property exploration costs of $1,980.



For the nine months ended September 30, 2014 compared to the
nine months ended September 30,



Revenues



The Company had no revenue for the nine months
ended September 30, 2014 and 2013, respectively as we are still in the exploration stage.



Operating Expenses



For the nine months ended September 30, 2014
our total operating expenses were $266,010 compared to $208,939 for the nine months ended September 30, 2013 resulting in an increase
of $57,071. The increase is attributable to increases in general and administrative expenses of $18,491, mineral property expenditures
of $32,720, and mineral property exploration costs of $5,860.

15







Liquidity and Capital Resources



Overview



For the nine months ended September 30, 2014
and September 30, 2013, respectively, we funded our operations through advances from related parties. Our principal use of funds
during the nine months ended September 30, 2014 has been for general corporate expenses and mineral property exploration costs.



Liquidity and Capital Resources during
the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013



As of September 30, 2014, we had cash of $2,018
and deficit in working capital of $892,619.  The Company generated a negative cash flow from operations of $59,129 for
the nine months ended September 30, 2014 compared to cash used in operations of $93,436 for the nine months ended September 30,
2013. The negative cash flow from operating activities for the nine months ended September 30, 2014 is primarily attributable to
the Company's net loss from operations of $266,010, offset by depreciation of $254 and net changes in operating assets and liabilities
of $206,627.  Cash used in operations for the nine months ended September 30, 2013 is primarily attributable to the Company's
net loss from operations of $208,939, offset by depreciation of $1,522 and net changes in operating assets and liabilities of $113,981.



During the nine months ended September 30,
2014 and 2013, the Company had no cash flows from investing activities.



During the nine months ended September 30,
2014, the Company had cash flows from financing activities of $60,819 compares to cash flows from financing activities of $83,400
for the nine months ended September 30, 2014. During the nine months ended September 30, 2014, the Company received advances from
related parties of $71,739, and made repayments to related parties of $10,920. During the nine months ended September 30, 2013,
the Company received advances from related parties of $89,400, and made repayments to related parties of $6,000.



We anticipate cash needs of approximately $125,000
to sustain our current level of operations. We will rely on loans and advances from our majority shareholder to fund our operations
until we are able to raise capital via sales of equity or debt securities. Any such sales of equity or debt securities are not
certain and may not occur.



Should we be able to raise the necessary capital,
we plan to spend approximately $750,000 in the next twelve months to carry out exploration and administration activities on our
anticipated Nevada mineral property. We presently do not have sufficient financing to enable us to complete these activities and
will require additional financing to perform future exploration work on all of our mineral properties. Our actual expenditures
on these activities will depend on the amount of funds we have available as a result of our financing efforts. There is no assurance
that we will be able to raise the necessary financing.



Going Concern



Due to the uncertainty of our ability to meet
our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the financial
statements for the year ended December 31, 2013 regarding concerns about our ability to continue as a going concern. Our financial
statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.



Our unaudited financial statements have been
prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of
business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations
when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt
that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount
and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.



There is no assurance that our operations will
be profitable. Historically, the Company has conducted private placements of its common stock, which have generated funds to satisfy
the initial cash requirements of its planned Nevada exploration ventures. Our continued existence and plans for future growth depend
on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of
additional debt or equity.

16









Off-Balance Sheet Arrangements



We currently have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Critical Accounting Policies



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during
the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions.
We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate
estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future
conditions.



See Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies”
in our audited consolidated financial statements for the year ended December 31, 2013, included in our Annual Report on Form 10-K
as filed on April 15, 2014, for a discussion of our critical accounting policies and estimates.



Item 3.    Quantitative and
Qualitative Disclosures About Market Risk.





The disclosure required under this item is
not required to be reported by smaller reporting companies.



Item 4.    Controls and Procedures.



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



The Securities and Exchange Commission defines
the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed
to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of
1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains
such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports
it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified
under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive
and chief financial officers to allow timely decisions regarding disclosure.



As of the end of the period covered by this
report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures
are effective as of such date.



| | (b) | Changes in Internal Control over Financial Reporting
| | --- | ----------------------------------------------------



There were no changes in our internal control
over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



17









PART II – OTHER INFORMATION



Item 1.    Legal Proceedings



None.



Item 1A.  Risk Factors



The disclosure required under this item is
not required to be reported by smaller reporting companies.



Item 2.    Unregistered Sales
of Equity Securities and Use of Proceeds.



None.



Item 3.    Defaults Upon
Senior Securities.



None.



Item 4.    Mine Safety Disclosures.



As the Company is its exploration stage, no mining activities have
occurred as of the date of this report.  Therefore, this item is not applicable.



Item 5.    Other Information.



Item 1.01 Entry into a Material Definite
Agreement.



Option and Property Acquisition Agreement



On August 22, 2014, Spartan Gold Ltd., (“the
Company”) entered into an Option and Property Acquisition Agreement between Mexivada Mining Corporation (“MMC”
or the “Optionor”) and Sphere Resources, Inc. (“Sphere”). The Agreement replaces a previous Option and
Mining Claim Acquisition Agreement between the parties entered into on December 20, 2010 and amended on March 28, 2011 (the “First
Amendment”) and further amended on December 22, 2011 (the “Second Amendment”). The previous agreement expired
on December 20, 2013.



MMC is the owner of a 100% interest in certain
mining claims located in the Carlin Mining District in Elko County Nevada, known as the “Poker Flats” Property.  Under
the 2014 Agreement, the Company had the following rights and obligations:



| | · | The Company has paid to MMC $10,000 upon
executing the Option Agreement for its 2013 mining lease obligation under the previous agreement;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company will pay a one-time option
payment to MMC of $10,000 on or before October 31, 2014;
| | - | -----------------------------------------------------------------------------------------------

| | · | The Company is obligated to pay the $10,000
annual lease payment to the owner beginning December 3, 2014;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | Sphere is required to issue certain shares
of common stock to MMC;
| | - | ------------------------------------------------------------------

| | · | An initial 51% interest in the property
will be earned upon the Company incurring and paying new exploration expenditures of $300,000 on or before December 31, 2015;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An additional 24% interest in the property
will be earned upon the Company incurring additional exploration expenditures of $250,000 and completing and delivering to Optionor
an industry-standard mining feasibility study on or before December 31, 2017;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when the Company elects to sell
and convey all or a portion of its interest in the Poker Flats Property, the Company shall have the right to purchase up to 75%
and MMC shall have the right to purchase up to 25% of the 3% NSR on mineral production from the Poker Flats Property retained by
the owner of the mining claims subject to the Poker Flats Option Agreement, for one million U.S. dollars (U.S. $1,000,000) per
NSR percentage point;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Agreement for Grant of NSR Production Royalty
and Share Issue



On August 23, 2014, Spartan Gold Ltd., (“the
Company”) entered into an Agreement for Grant of NSR Production Royalty and Share Issue with Sphere Resources, Inc. (“Sphere”).
Under the terms of the Option and Property Acquisition Agreement between the Company, Mexivada Mining Corporation (“MMC”)
and Sphere, Sphere is obligated to issue 750,000 common shares of Sphere within 60 days of the Company acquiring a 51% interest
in the Property, and 750,000 common shares of Sphere within 60 days of the Company acquiring a total of a 75% interest in the Property.

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In consideration of this potential issuance
of common shares by Sphere, the parties have agreed as follows:



| | · | Spartan grants, conveys and assigns to
Sphere a two percent (2%) Net Smelter Returns (NSR) Production Royalty, to be calculated in the same manner as the “Net Smelter
Returns Production Royalty” defined in the 2014 Agreement, on its share of mineral production from the Poker Flats Property
if and when there is production from the Poker Flats Property. This 2% NSR Production Royalty granted by Spartan to Sphere on Spartan's
share of production from the Poker Flats Property is in addition to the three percent (3%) NSR Production Royalty retained by the
owner of the mining claims leased to Mexivada and Area of Interest defined therein, subject to the 2014 Agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If and when Spartan elects to sell and
convey all or a portion of its interest in the Poker Flats Property, Spartan shall have the right to purchase up to one hundred
percent (100%) of the two percent (2%) NSR Production Royalty granted, conveyed and assigned by Spartan to Sphere on its share
of production from the Poker Flats Property, under terms to be agreed upon by Spartan and Sphere.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | It is understood and agreed among the
Parties that if Spartan fails or is unable to exercise the option to acquire the Poker Flats Property under the 2014 Agreement,
or Spartan elects not to purchase the NSR Production Royalty granted, conveyed and assigned to Sphere, before selling and conveying
Spartan’s interest in the Poker Flats Property to an independent third party, such NSR Production Royalty held by Sphere,
applicable to mineral production from the particular property, will terminate and be of no further force or effect. This provision
does not apply to the three percent (3%) NSR Production Royalty on mineral production from the Poker Flats Property retained by
the owner of the mining claims subject to the 2014 Agreement.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Within 60 days upon obtaining a 51% interest
in the Property, Spartan agrees to issue 250,000 common shares of Spartan to Sphere and within 60 days upon obtaining a total of
a 75% interest in the Property, Spartan agrees to issue an additional 250,000 common shares of Spartan to Sphere.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sphere agrees that they will not pursue
acquisition of other mining properties or mining development opportunities within two (2) miles of the current boundary of the
Poker Flats Property. It is agreed that Sphere may engage in acquisition of mining properties or mining development opportunities
in other geographical areas should such opportunities arise.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 6.    Exhibits





|Exhibit 10.1    | Option and Property Acquisition Agreement between Mexivada Mining Corporation, Spartan Gold, Ltd., and Sphere Resources Inc. dated August 22, 2014       
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.2    | Agreement for Grant of NSR Production Royalty and Share Issue between Spartan Gold, Ltd. And Sphere Resources, Inc. dated August 23, 2014.               
|Exhibit 31.1    | Rule 13a-14(a) Certification by the Principal Executive Officer                                                                                          
|Exhibit 31.2    | Rule 13a-14(a) Certification by the Principal Financial Officer                                                                                          
|Exhibit 32.1    | Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Exhibit 32.2    | Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Exhibit 101.INS | XBRL Instance Document                                                                                                                                   
|Exhibit 101.SCH | XBRL Schema Document                                                                                                                                     
|Exhibit 101.CAL | XBRL Calculation Linkbase Document                                                                                                                       
|Exhibit 101.DEF | XBRL Definition Linkbase Document                                                                                                                        
|Exhibit 101.LAB | XBRL Label Linkbase Document                                                                                                                             
|Exhibit 101.PRE | XBRL Presentation Linkbase Document                                                                                                                      



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







|Date:  November 19, 2014 |  | By:  /s/ Malcolm Stevens                                     
|------------------------ |  | -------------------------------------------------------------
|                         |  | Malcolm Stevens                                              
|                         |  | Chief Executive Officer
        (Principal Executive Officer)





|Date:  November 19, 2014 |  | By:  /s/ John S. Wittler                                     
|------------------------ |  | -------------------------------------------------------------
|                         |  | John S. Wittler                                              
|                         |  | Chief Financial Officer
        (Principal Financial Officer)















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