Rupert Resources Ltd. — Capital/Financing Update 2024

Jul 24, 2024

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: Date of Material Change

July 15, 2024

Item 3: News Release

News releases announcing the material change were disseminated on July 15, 2024 and July 16, 2024 through the facilities of Canada Newswire. A copy of each news release has been filed under the Company’s profile on SEDAR+.

Item 4: Summary of Material Change

On July 15, 2024, the Company entered into an agreement with Cormark Securities Inc. and BMO Capital Markets, as co-lead underwriters (the “ Co-Lead Underwriters ”), pursuant to which the Co-Lead Underwriters, on behalf of a syndicate of underwriters including Canaccord Genuity Corp. (together with the Co-Lead Underwriters, the “ Underwriters ”), agreed to purchase on a bought deal basis 5,586,600 common shares of the Company (each, a “ Common Share ”) at a price of C$3.58 per Common Share (the “ Offering Price ”), representing total gross proceeds of approximately C$20 million. The Company will also offer in a concurrent private placement approximately 1,800,000 Common Shares at the Offering Price on substantially the same terms (the “ Concurrent Private Placement ”).

On July 16, 2024, the Company entered into an amending agreement with the Co-Lead Underwriters to increase the size of the bought deal public offering to 6,983,300 Common Shares (the “ Offered Shares ”) to be issued at the Offering Price, for gross proceeds of $25,000,214 (the “ Offering ”).

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On July 15, 2024, the Company entered into an agreement with the Co-Lead Underwriters, pursuant to which, the Co-Lead Underwriters, on behalf of the Underwriters, agreed to purchase on a bought deal basis 5,586,600 Common Shares of the Company at the Offering Price, representing total gross proceeds of approximately C$20 million. The Company will also offer in the Concurrent Private Placement up to 1,800,000 Common Shares at the Offering Price on substantially the same terms as the Offering.

On July 16, 2024, the Company entered into an amending agreement with the Co-Lead Underwriters to increase the size of the Offering to 6,983,300 Offered Shares at the Offering Price, for gross proceeds of $25,000,214.

The Company also granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 1,047,400 Common Shares (the “ Over-Allotment Shares ”) to cover over-allotments, if any, on the same terms as the Offering.

The net proceeds of the Offering and the Concurrent Private Placement will be used for ongoing exploration expenditures, technical and environmental studies on the Company’s properties in Finland and for general corporate purposes to be set out in the final short form prospectus.

The Offered Shares and the Over-Allotment Shares, if any, to be issued under the Offering will be offered by way of a short form prospectus in British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and in 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, and such other jurisdictions as may be agreed upon by the Company and the Underwriters, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Closing is expected to occur on or about August 1, 2024, and is subject to the Company’s receipt of regulatory approval, including that of the Toronto Stock Exchange.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) 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

July 24, 2024.

Cautionary Note Regarding Forward Looking Statements

This report contains statements which, other than statements of historical fact, constitute “forward-looking information” within the meaning of applicable securities laws (collectively, “ forward-looking statements ”). 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 forwardlooking statements. This report contains forward-looking statements in a number of places, including, but not limited to: statements with respect to the closing of the Offering and the Concurrent Private Placement, including the final terms and timing thereof; statements regarding the Company’s intended use of proceeds from the Offering and the Concurrent Private Placement; and the Company’s ability to obtain necessary regulatory approvals in connection with the Offering and the Concurrent Private Placement, including from the Toronto Stock Exchange. 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 annual information form for the year ended February 29, 2024. 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 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.