Rupert Resources Ltd. — Capital/Financing Update 2020

Feb 14, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Rupert Resources Ltd. (the “ Company ”) 82 Richmond Street East Suite 203, Toronto, Ontario M5C 1P1 Item 2: Dates of Material Change

February 10, 2020 and February 11, 2020 Item 3: News Release

News releases announcing the material changes were issued on February 10, 2020 and February 11, 2020 through Newswire and Business Wire, respectively, and copies were subsequently filed on SEDAR.

Item 4: Summary of Material Change

On February 10, 2020, the Company entered into an agreement with Agnico Eagle Mines Limited (“ Agnico ”) pursuant to which Agnico agreed to purchase, on a nonbrokered private placement basis, 15,391,605 units of the Company (the “ Units ”), at a price of C$0.85 per Unit, for gross proceeds to the Company of C$13,082,864 (the “ Private Placement ”).

Concurrently with the Private Placement, the Company and Agnico entered into an investor rights agreement that provides, among other things, Agnico with certain rights in the event it maintains minimum ownership thresholds in the Company, including: (i) the right to participate in equity financings; and (ii) the right (which Agnico has no present intention of exercising) to nominate one person to the Company’s board of directors.

On February 11, 2020, the Company closed the Private Placement.

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On February 10, 2020, the Company entered into an agreement with Agnico pursuant to which Agnico agreed to purchase, on a non-brokered private placement basis, 15,391,605 Units, at a price of C$0.85 per Unit, for gross proceeds to the Company of C$13,082,864. Each Unit is comprised of (i) one Common Share; and (ii) one Warrant, which will entitle Agnico to purchase, for a period of three years from the date of issue, one Common Share for each Warrant at an exercise price of C$1.00 per Common Share. The Warrants provide that, beginning two years from the date of issue, if the price of the Common Shares on the TSX Venture Exchange exceeds C$1.25 per Common Share for at least 20 consecutive trading days, the Company shall have the right to accelerate, by notice to Agnico, the expiry date of the warrants to 30 calendar days after the date of

such notice (such that Agnico may either exercise all or a portion of the warrants in such 30 day period, or failing such exercise, any unexercised warrants would expire).

Concurrently with the Private Placement, the Company and Agnico entered into an investor rights agreement that provides, among other things, Agnico with certain rights in the event it maintains minimum ownership thresholds in the Company, including: (i) the right to participate in equity financings; and (ii) the right (which Agnico has no present intention of exercising) to nominate one person to the Company’s board of directors.

On February 11, 2020, the Company closed the Private Placement.

The proceeds of the Private Placement will be used to further advance exploration of the Company’s 100% owned Pahtavaara Project in Northern Finland. In accordance with applicable securities laws, the securities issued to Agnico are subject to a four month hold period, expiring on June 12, 2020.

5.2 Disclosure of Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

For further information please contact Jeffrey Karoly, Chief Financial Officer of the Company, by telephone at 416-304-9004 or email at jkaroly@rupertresources.com.

Item 9: Date of Report

February 14, 2020.

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