Rupert Resources Ltd. — Capital/Financing Update 2023

Mar 2, 2023

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 27, 2023
Item	3:	News Release
		A news release announcing the material change was disseminated on February 27, 2023
		through the facilities of Canada Newswire and a copy has been filed under the Company’s
		profile on SEDAR.
Item	4:	Summary of Material Change
		On February 27, 2023, the Company closed the previously announced non-brokered private
		placement and has issued 10,120,000 common shares of the Company (“Common
		Shares”) at a price of C$4.70 per Common Share for gross proceeds of C$47,564,000 (the
		“Private Placement”).
Item	5:	Full Description of Material Change
		5.1 Full Description of Material Change

On February 27, 2023, the Company closed the previously announced non-brokered Private Placement and has issued 10,120,000 Common Shares at a price of C$4.70 per Common Share for gross proceeds of C$47,564,000.

Agnico Eagle Mines Limited (“ Agnico Eagle ”), exercised its participation right to subscribe for 1,525,000 Common Shares, retaining a 14.9% interest in the Company on a partially diluted basis. The issuance of the Common Shares to Agnico Eagle constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). This Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, Agnico Eagle would exceed 25.0% of the Company’s market capitalization.

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)754-537-2852 or email at jkaroly@rupertresources.com.
Item	9:	Date of Report
		March 2, 2023