Rupert Resources Ltd. — Capital/Financing Update 2021

May 28, 2021

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
		May 17, 2021
Item	3:	News Release
		A news release announcing the material change was disseminated on May 17, 2021
		through the facilities of Issuer Direct and a copy has been filed under the Company’s
		profile on SEDAR.
Item	4:	Summary of Material Change

On May 17, 2021, the Company entered into an agreement with a syndicate of underwriters (the “ Underwriters ”) led by BMO Capital Markets and Cormark Securities Inc., under which the Underwriters have agreed to buy, on a bought deal basis 4,920,000 common shares (the “ Common Shares ”), at a price of C$5.30 per Common Share (the “ Offering Price ”) for gross proceeds of approximately C$26.1 million (the “ Public Offering ”).

Concurrent to the Public Offering, the Company announced that it has agreed to complete a private placement of up to 3,080,000 Common Shares at the Offering Price on substantially the same terms as the Public Offering (the “ Private Placement ”).

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On May 17, 2021, The Company entered into an agreement with the Underwriters under which the Underwriters have agreed to buy, on a bought deal basis 4,920,000 Common Shares at the Offering Price for gross proceeds of approximately C$26.1 million. The Company has also granted the Underwriters an option (the “ Over-Allotment Option ”), exercisable at the Offering Price for a period of 30 days following the closing of the Public Offering, to purchase up to an additional 15% of the Public Offering to cover overallotments, if any, on substantially the same terms as the Public Offering.

The Company intends to complete the concurrent Private Placement of up to 3,080,000 Common Shares at the Offering Price on substantially the same terms as the Public Offering. In addition, shareholders participating in the Private Placement will each have the option to purchase the number of additional Common Shares representing up to 15% of the number of Common Shares subscribed by each of them on closing of the Private Placement.

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In respect of the Public Offering, the Common Shares will be offered by way of a short form prospectus in British Columbia, Alberta, Ontario and Newfoundland and may also be offered by way of private placement in the United States. Both the Public Offering and the Private Placement are expected to close on or about June 4, 2021 and such closings are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The net proceeds of the Public Offering and of the Private Placement will be used for ongoing exploration expenditures on the Company’s properties in Finland and for general corporate purposes.

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 +44 (0) 1932 268 276 or email at jkaroly@rupertresources.com.

Item 9: Date of Report

May 28, 2021

Cautionary Note Regarding Forward Looking Statements

This material change report contains statements which, other than statements of historical fact constitute “forward-looking statements” within the meaning of applicable securities laws, including statements with respect to: results of exploration activities, mineral resources. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. This material change report contains forward-looking information in a number of places, such as in statements relating to use or proceeds from the Public Offering and Private Placement, the closing of the Public Offering and Private Placement and the ability to obtain the necessary regulatory approvals. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the three and nine months ended November 30, 2020 available at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify

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important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.

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