Rupert Resources Ltd. — Capital/Financing Update 2021

May 18, 2021

Rupert Resources Ltd. Treasury Offering of Common Shares May 17, 2021

The Common Shares will be offered by way of a short form prospectus in British Columbia, Alberta, Ontario, and Newfoundland. A preliminary short form prospectus containing important information relating to the Common Shares has not yet been filed with the applicable Canadian securities regulatory authorities. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this term sheet and expressed an interest in acquiring the Common Shares. There will not be any sale or any acceptance of an offer to buy the Common Shares until a receipt for the final short form prospectus has been issued. This term sheet does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.

The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This document does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares within the United States.

Terms and Conditions

Issuer:	Rupert Resources Ltd. (the “Company”).
Offering:	Treasury offering of 4,920,000 common shares (“Common Shares”)
Offering Price:	C$5.30 per Common Share
Issue Amount:	C$26,076,000
Over-Allotment	The Company has granted the Underwriters an option, exercisable, in whole or in
Option:	part, at any time until and including 30 days following the closing of the Offering,
	to purchase up to an additional 15% of the Offering at the Offering Price to cover
	over-allotments, if any.
Concurrent Private	Concurrent with the Offering, the Company will issue, at the Offering Price,
Placement:	approximately C$16,324,000 of Common Shares in the aggregate to existing
	shareholders. Agnico Eagle have indicated their intention to participate in the
	private placement pro-rata their current shareholding in the Company.
Use of Proceeds:	The net proceeds of the offering will be used for on-going exploration
	expenditures on the Company’s properties in Finland and for general corporate
	purposes.
Form of Offering:	Bought deal by way of a short-form prospectus to be filed in British Columbia,
	Alberta, Ontario, and Newfoundland. U.S. sales by private placement via Rule
	144A.
Listing:	An application will be made to list the Common Shares on the TSX Venture
	Exchange (the “TSXV”). The existing common shares are listed on TSXV under
	the symbol “RUP”.
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
Joint	BMO Capital Markets, Cormark Securities
Bookrunners:
Commission:	5.5%
Closing:	June 4, 2021