Rupert Resources Ltd. — Capital/Financing Update 2024

Jul 15, 2024

RUPERT RESOURCES LTD.

Public Offering of Common Shares

July 15, 2024

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in British Columbia, Alberta, Ontario and Newfoundland. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the offered securities. The preliminary short form prospectus, and any amendment to the preliminary short form prospectus will be accessible through SEDAR+. Copies of the document may be obtained from Cormark Securities Inc. by phone at (416) 362-7485 or email at ecm@cormark.com or BMO Capital Markets by phone at 905-791-3151, Ext. 4312 or email at torbramwarehouse@datagroup.ca.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The offered securities 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 offered securities within the United States.

Issuer: Rupert Resources Ltd. (the "Company")

Offering: Treasury Offering of 5,586,600 common shares (the "Shares") of the Company (the "Offering").

Offering Price: C$3.58 per Share (the "Offering Price").

Size of Offering: C$20,000,028 (up to C$23,000,032 in the event the Over-Allotment Option (as hereinafter defined) is exercised in full).

Over-Allotment Option: The Underwriters shall have the option ("Over-Allotment Option") to purchase up to an additional 837,990 Shares from treasury at the same price and commission exercisable, in whole or in part, on or after the Closing Date (as defined hereinafter) and for a period of up to 30 days following Closing Date, solely for market stabilization purposes and to cover over-allotments, if any.

Jurisdictions: The Shares will be qualified in British Columbia, Alberta, Ontario and Newfoundland (the "Jurisdictions"), pursuant to a short form prospectus. The Shares may also be sold into the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. In addition, the Shares may be sold in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Concurrent Private Placement: Concurrent with the completion of the Offering, the Company intends to complete a non-brokered private placement of approximately 2,600,000 Common Shares at the Offering Price, for gross proceeds of approximately C$9,360,000 to certain existing shareholders of the Company.

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Form of Offering:	“Bought deal” prospectus offering subject to conventional bought deal termination provisions (including “material change out”, “disaster out” and “breach out”) and closing conditions to be included in a definitive underwriting agreement.
Use of Proceeds:	The net proceeds of the Offering will be used for on-going exploration expenditures, technical and environmental studies on the Company’s properties in Finland and for general corporate purposes as set out in the final prospectus.
Eligibility:	The Shares will be eligible for Canadian RRSPs, RRIFs, RDSPs, DPSPs, RESPs, FHSAs and TFSAs.
Commission:	Cash commission equal to 5.5% of the gross proceeds of the Offering (including the Over-Allotment Option), excluding any Shares issued to certain investors under a President’s List.
Listing:	The common shares of the Company are currently listed on the Toronto Stock Exchange (the “TSX”) under the symbol “RUP”. The Company will cause the Shares issued in connection with the Offering to be listed on the TSX at the time of Closing, which listing shall be a condition of Closing.
Co-Lead Underwriters:	Cormark Securities Inc. and BMO Capital Markets.
Closing Date:	The Offering is expected to close on August 1, 2024, or such other date as Underwriters and the Company may agree (the “Closing Date”).