Rupert Resources Ltd. — Capital/Financing Update 2025

Mar 19, 2025

RUPERT RESOURCES LTD.

Public Offering of Common Shares

March 18, 2025

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the base shelf prospectus or the applicable shelf prospectus supplement are 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.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Shares, 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 10,000,000 common shares (the "Shares") of the Company (the "Offering").

Offering Price: C$4.50 per Share (the "Offering Price").

Size of Offering: C$45,000,000 (up to C$51,750,000 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 1,500,000 Shares from treasury at the Offering Price, 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, for market stabilization purposes and to cover over-allotments, if any.

Jurisdictions:

The Shares will be offered by way of a prospectus supplement (the "Prospectus Supplement") to the Company's existing Canadian base shelf prospectus dated December 16, 2024 (the "Base Shelf Prospectus"). The Prospectus Supplement will be filed in British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador. 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

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Concurrent Private Placement:	Concurrent with the completion of the Offering, the Company intends to complete a non-brokered private placement of up to 7,250,000 Shares at the Offering Price, for gross proceeds of up to C$32,625,000 to certain existing shareholders of the Company.
Form of Offering:	“Bought deal” public 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 Prospectus Supplement.
Eligibility:	The Shares will be eligible for Canadian RRSPs, RRIFs, RDSPs, DPSPs, RESPs, FHSAs and TFSAs.
Commission:	Cash commission equal to 5.0% of the gross proceeds of the Offering (including the Over-Allotment Option).
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.
Lead Underwriter:	Cormark Securities Inc.
Closing Date:	The Offering is expected to close on March 27, 2025, or such other date as Underwriters and the Company may agree (the “Closing Date”).