Rupert Resources Ltd.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated December 16, 2024 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference therein as of the date of this prospectus supplement for purposes of the distribution of the securities to which this prospectus supplement pertains, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered under this prospectus supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any applicable state securities laws. Accordingly, the securities offered hereby may not be offered or sold to persons within the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “ United States ”) except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus supplement, and in the short form base shelf prospectus dated December 16, 2024 to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Rupert Resources Ltd. at our head office located at 82 Richmond Street East, Suite 203, Toronto, Ontario, Canada, M5C 1P1 (Telephone 416-304-9004), and are also available electronically at www.sedarplus.ca.

New Issue

March 20, 2025

PROSPECTUS SUPPLEMENT TO THE SHORT FORM BASE SHELF PROSPECTUS DATED DECEMBER 16, 2024

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C$45,000,000

10,000,000 Common Shares

This prospectus supplement (the “ Prospectus Supplement ”), together with the accompanying short form base shelf prospectus dated December 16, 2024 (the “ Shelf Prospectus ”), qualifies the distribution of 10,000,000 common shares (the “ Offered Shares ”) in the capital of Rupert Resources Ltd. (“ Rupert ” or the “ Company ”) at a price of C$4.50 per Offered Share (the “ Offering Price ”) for aggregate gross proceeds of C$45,000,000 (the “ Offering ”). The Offered Shares will be issued and sold pursuant to an underwriting agreement dated March 20, 2025 (the “ Underwriting Agreement ”) among the Company and Cormark Securities Inc. (the “ Lead Underwriter ”), as lead underwriter and sole bookrunner, and BMO Nesbitt Burns Inc., Scotia Capital Inc. and Canaccord Genuity Corp. (collectively, with the Lead Underwriter, the “ Underwriters ”). The Offering Price was determined by arm’s length negotiation between the Lead Underwriter and the Company with reference to the prevailing market price of the Shares (as defined herein). See “ Plan of Distribution ”.

Unless the context otherwise requires, reference to “ Offered Shares ” includes any Over-Allotment Shares (as defined herein) and references to “ Shares ” means all of the common shares of the Company.

The outstanding Shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the trading symbol “RUP”, on the OTCQX under the trading symbol “RUPRF” and on the Frankfurt Stock Exchange (the “ FSE ”) under the trade symbol “R05”. On March 17, 2025, the last trading day prior to the public announcement of the Offering, the closing price of the Shares on the TSX, the OTCQX and the FSE was C$4.59, US$3.25 and €2.74, respectively. On March 19, 2025, the last trading day prior to the filing of this Prospectus Supplement, the closing price of the Shares on the TSX, the OTCQX and the FSE was C$4.44, US$3.10 and €3.00, respectively. Rupert has applied to list the Offered Shares distributed hereunder on the TSX. The TSX has conditionally approved the Company’s listing of the Offered Shares. Listing will be subject to Rupert fulfilling all the listing requirements of the TSX.

Price: C$4.50 per Offered Share

Per Offered Share Total(3) _______	Price to the Public C$4.50 C$45,000,000	Underwriting Commission(1) C$0.225 C$2,250,000	Net Proceeds to the Company(2)
			C$4.275 C$42,750,000

Notes:

(1) Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a cash fee (the “ Underwriting Commission ”) equal to 5.0% of the aggregate gross proceeds of the Offering, including proceeds realized from the sale of any additional Offered Shares pursuant to the exercise of the Over-Allotment Option (as defined herein). See “ Plan of Distribution ”.
(2) After deducting the Underwriting Commission, but before deducting the expenses related to this Offering, estimated at C$200,000, and the Concurrent Private Placement (as defined herein), estimated at C$100,000, which will be paid by Rupert from the proceeds of the Offering and the Concurrent Private Placement. See “ Use of Proceeds ”.
(3) The Company has granted to the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part in the sole discretion of the Underwriters at any time until the date which is 30 days following the Closing Date (as defined herein), to purchase up to an additional 1,500,000 Offered Shares (the “ Over-Allotment Shares ”) at a price of C$4.50 per Over-Allotment Share to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, the “Underwriting Commission” and the “Net Proceeds to the Company” (before deducting expenses of the Offering and the Concurrent Private Placement – see note (2) above) will be C$51,750,000, C$2,587,500 and C$49,162,500, respectively. This Prospectus Supplement and Shelf Prospectus also qualifies the grant of the OverAllotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option. Any purchaser who acquires OverAllotment Shares forming part of the over-allotment position of the Underwriters pursuant to the Over-Allotment Option acquires such securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

Agnico Eagle Mines Ltd. (“ Agnico ”) holds approximately 14% of the issued and outstanding Shares as of the date of this Prospectus Supplement, on a non-diluted basis. Pursuant to the terms of an investor rights agreement between Agnico and the Company dated February 11, 2020, for so long as Agnico holds at least 5% of the issued and outstanding Shares of the Company, if the Company issues any Shares, or securities convertible into, exercisable or exchangeable for Shares, as part of a public offering, private placement or otherwise (each, a “ Trigger Event ”), Agnico has the right (the “ Participation Right ”) to purchase, at the subscription price per offered security and on substantially the same terms and conditions thereof: (a) in the case of an issuance of Shares, up to such number of Shares that will allow Agnico to maintain or acquire, as applicable, up to 16.1% of the issued and outstanding Shares, after giving effect to such Trigger Event; and (b) in the case of an issuance of securities convertible into, exercisable or exchangeable for Shares, up to such number of such securities that will allow Agnico to maintain or acquire, as applicable, up to 16.1% of the issued and outstanding Shares, after giving effect to the Trigger Event and assuming the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable securities issued in connection with the Trigger Event and pursuant to the Participation Right.

Concurrent with the Offering, the Company also intends to complete a non-brokered private placement of up to 7,250,000 Shares to certain existing shareholders of the Company at the Offering Price on substantially the same terms as the Offering and for gross proceeds of up to C$32,625,000 (the “ Concurrent Private Placement ”). The Company expects Agnico will commit to subscribe for, as part of the Concurrent Private Placement, such number of Shares that results in Agnico maintaining its holdings of 14% of the Shares on a non-diluted basis following closing of the Offering and the Concurrent Private Placement. The closing of the Concurrent Private Placement is not a condition of closing of the Offering. No commission is payable to the Underwriters in connection with the Concurrent Private Placement. Rupert has applied to list the Shares to be purchased under the Concurrent Private Placement on the TSX. The TSX has conditionally approved the Company’s listing of the Shares to be purchased under the Concurrent Private Placement. Listing will be subject to Rupert fulfilling all the listing requirements of the TSX. This Prospectus Supplement does not qualify the distribution of any Shares issued pursuant to the Concurrent Private Placement. See “ Plan of Distribution – Concurrent Private Placement and Participation Right ”.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ” and subject to the approval of certain legal matters relating to the Offering on behalf of the Company by Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice.

It is expected that the closing of the Offering will take place on or about March 27, 2025 or such other date as may be agreed upon by the Company and the Underwriters (the “ Closing Date ”).

(ii)

It is expected that the Company will arrange for the instant deposit of the Offered Shares distributed under this Prospectus Supplement under the book-based system of registration, to be registered to CDS Clearing and Depository Services Inc. (“ CDS ”) and deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares, except in limited circumstances. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant (a “ CDS Participant ”) and from or through whom a beneficial interest in the Offered Shares is purchased.

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that are intended to stabilize or maintain the market price of the Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Offered Shares at a lower price than the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price specified on the cover page, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price set forth on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company. See “ Plan of Distribution ”.

The following table sets out the number of Over-Allotment Shares that may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option:

Underwriters’ Position Over-Allotment Option	Maximum Size 1,500,000 Over- Allotment Shares	Exercise Period Up to 30 days from and including the Closing Date	Exercise Price
			C$4.50 per Over-Allotment Share

Rupert’s head office is located at 82 Richmond Street East, Suite 203, Toronto, Ontario, Canada, M5C 1P1 and its registered office is located at Suite 3500, The Stack, 1133 Melville Street, Vancouver, British Columbia, Canada, V6E 4E5.

Securities legislation in certain provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. See “ Statutory Rights of Withdrawal and Recission ”.

Each of (a) Gunnar Nilsson, a director and non-executive chairman of the Company, (b) Graham Crew, a director and the Chief Executive Officer of the Company, (c) Jeffrey Karoly, the Chief Financial Officer of the Company, (d) Michael Ouellette, a nonexecutive director of the Company, (e) Riikka Aaltonen, a non-executive director of the Company, (f) Timothy Daffern, an author of the Ikkari PFS (as defined herein), and (g) Craig Hartshorne, a Chartered Geologist at the Geological Society of London and, as of the date of this Prospectus Supplement, an employee of the Company, resides outside of Canada and has appointed the following agent for service and process:

	Name of Person		Name and Address of Agent
Gunnar Nilsson, Graham Crew, Jeffrey Karoly, Michael Ouellette, Riikka Aaltonen, Timothy Daffern and Craig Hartshorne Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the accompanying Shelf Prospectus. The Company and the Underwriters have not authorized anyone to provide investors with different information. Information contained on our website shall not be deemed to be a part of this Prospectus Supplement (including the accompanying Shelf Prospectus) or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares. The Company and the Underwriters will not make an offer of the Offered Shares in any jurisdiction where such offer or sale is not permitted. Investors should not assume that the information contained in this Prospectus Supplement is accurate as of any date other than the date on the face page of this Prospectus Supplement or the date of any documents incorporated by reference herein.

(iii)

Prospective purchasers are advised to consult their own tax and other professional advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any provincial, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires Offered Shares. See “ Certain Canadian Federal Income Tax Considerations ” and “ Eligibility for Investment ”.

An investment in the Offered Shares is highly speculative and involves significant risks that should be carefully considered by prospective investors. The risks outlined in this Prospectus Supplement and in the documents incorporated herein by reference should be carefully reviewed and considered by prospective investors. See “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Information ”.

No Canadian securities regulator nor the United States Securities and Exchange Commission nor any state has approved or disapproved of the securities offered hereby, passed upon the accuracy or adequacy of this Prospectus Supplement or determined if this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offence.

(iv)

ABOUT THIS PROSPECTUS SUPPLEMENT ........................................................................................................................ 1 MARKETING MATERIALS ..................................................................................................................................................... 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ............................................................. 1 CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES ............................................................................................................................................................................... 3 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION .................................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................ 4 THE COMPANY ......................................................................................................................................................................... 5 CONSOLIDATED CAPITALIZATION ................................................................................................................................... 5 USE OF PROCEEDS ................................................................................................................................................................... 5 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .......................................................................... 8 ELIGIBILITY FOR INVESTMENT ....................................................................................................................................... 11 DESCRIPTION OF SECURITIES BEING OFFERED ......................................................................................................... 12 PRIOR SALES ........................................................................................................................................................................... 12 TRADING PRICE AND VOLUME ......................................................................................................................................... 13 PLAN OF DISTRIBUTION ...................................................................................................................................................... 13 RISK FACTORS ........................................................................................................................................................................ 16 AUDITOR, TRANSFER AGENT AND REGISTRAR .......................................................................................................... 17 LEGAL MATTERS ................................................................................................................................................................... 17 INTERESTS OF EXPERTS ..................................................................................................................................................... 18 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..................................................................................... 18 CERTIFICATE OF THE COMPANY .................................................................................................................................. C-1 CERTIFICATE OF THE UNDERWRITERS ...................................................................................................................... C-2

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and supplements information contained in the Shelf Prospectus and the documents incorporated by reference therein. The second part is the Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purposes of the Offering.

Prospective investors should rely only on the information contained in this Prospectus Supplement and the Shelf Prospectus (or incorporated by reference herein or therein). Neither the Company nor any of the Underwriters has authorized anyone to provide prospective investors with different information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus Supplement or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares. Neither the Company nor any of the Underwriters is making an offer of the Offered Shares in any jurisdiction where the offer or sale is not permitted.

If the description of the Offered Shares or any other information varies between this Prospectus Supplement and the Shelf Prospectus (including the documents incorporated by reference herein and therein), the information in this Prospectus Supplement supersedes the information in the Shelf Prospectus. The Offered Shares are not being offered in any jurisdiction where such offer or sale is not permitted. This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering.

Prospective investors should assume that the information contained in or incorporated by reference in this Prospectus Supplement and the Shelf Prospectus is accurate only as at its date or the respective dates of the documents incorporated by reference herein and therein, unless otherwise noted herein or therein. The Company’s business, operating results, financial condition and prospects may have changed since those dates. We do not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

Market data and certain industry forecasts used in the Shelf Prospectus or the Prospectus Supplement and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

The Company’s annual consolidated financial statements that are incorporated by reference into this Prospectus Supplement have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

In this Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “Rupert” or the “Company”, refer to Rupert Resources Ltd. together with our subsidiaries.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements ), including the Term Sheet (as defined below) that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus Supplement or Shelf Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in the Prospectus Supplement. Any template version of any marketing materials filed on SEDAR+ at www.sedarplus.ca after the date of this Prospectus Supplement but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the Shelf Prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein contain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, which include, but are not limited to, statements or information concerning the timing and closing of the Offering and the Concurrent Private Placement; the satisfaction of the conditions to closing of the Offering and the Concurrent Private Placement, including the receipt, in a timely manner, of regulatory and other required approvals, including the approval of the TSX; the proposed use

of proceeds of the Offering and the Concurrent Private Placement; the issuance of Shares to Agnico pursuant to the Participation Right; mineral reserve and resource estimates; targeting additional mineral resources and expansion of deposits; the Company’s expectations, strategies and plans for its Finland projects, including the Company’s planned exploration and development activities; the results of future exploration and drilling and estimated completion dates for certain milestones; successfully adding or upgrading mineral reserves and mineral resources and successfully developing new deposits; the timing, receipt and maintenance of approvals, licences and permits from the Finland government and from any other applicable government, regulator or administrative body; production and processing estimates; future financial or operating performance and condition of the Company and its business, operations and properties; and any other statements that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Rupert to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements and information. Except for statements of historical fact, information contained herein or incorporated by reference herein constitutes forward-looking statements and forward-looking information. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates”, “will” or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Statements relating to “mineral reserves” and “mineral resources” are deemed to be forward-looking statements or information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described can be profitably produced in the future. There is no certainty that it will be commercially viable to produce any portion of the mineral reserves and mineral resources.

Although the forward-looking statements contained in this Prospectus Supplement, the Shelf Prospectus and in the documents incorporated by reference herein and therein are based upon assumptions which the Company believes to be reasonable, the Company cannot assure potential purchasers of Offered Shares that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this Prospectus Supplement, the Shelf Prospectus and in the documents incorporated by reference herein and therein, the Company has made assumptions regarding: the timing of obtaining regulatory approvals relating to the Offering and the Concurrent Private Placement, the completion of the Offering and the Concurrent Private Placement; future commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future currency exchange and interest rates; the impact of increasing competition; general conditions in economic and financial markets; the potential impact of pandemics on the Company’s operations; availability of drilling and related equipment; effects of regulation by governmental agencies; the receipt of required permits; royalty rates; future tax rates; future operating costs; availability of future sources of funding; and the ability to obtain financing and assumptions underlying estimates related to adjusted funds from operations. The Company has included the above summary of assumptions related to forward-looking information provided in this Prospectus Supplement, the Shelf Prospectus and in the documents incorporated by reference herein and therein in order to provide potential purchasers of Offered Shares with a more complete perspective on the Company’s future operations and such information may not be appropriate for other purposes. Many of these assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies, and other factors that are not within the control of Rupert and could thus cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements and forward-looking information.

Furthermore, such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rupert to be materially different from any future results, performance or achievements expressed or implied. Such factors include, among others: risks related to mineral exploration, development and operating; estimation of mineralisation, mineral resources and mineral reserves, risk related to Rupert’s compliance with environmental and health and safety regulations of the resource industry; risks associated with the competitive conditions of the mining industry; risks related to the Company’s ability to obtain, maintain or renew permits and licenses, including placing of associated bonds; operational risks, risks associated with negative operating cash flow; liquidity and financing risks; funding risk; exploration costs; uninsurable risks; conflicts of interest; exercise of statutory rights and remedies; risks relating to government policy changes; ownership risks; risks relating to information systems and cyber security; community relations; difficulty enforcing judgements; risks related to market conditions; stress in the global economy; the Russian war of aggression against Ukraine; the imposition of tariffs and retaliatory tariffs; current global financial conditions, including inflationary pressures; exchange rate and currency risks; risks associated with commodity prices; health epidemics and pandemics; key talent recruitment and retention of key personnel; dilution risk; risks that Rupert will not declare dividends; stamp duty risks; and other factors discussed under “ Risk Factors ”; and other risks and uncertainties described elsewhere in this Prospectus Supplement, Shelf Prospectus and in the documents incorporated by reference herein and therein.

Although we have attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward-looking statements or forward-looking information, there may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.

Forward-looking statements and forward-looking information contained herein are made as of the date of this Prospectus Supplement and we disclaim any obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. All forward-looking statements and forward-looking information attributable to us is expressly qualified by these cautionary statements.

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES

Unless otherwise indicated, the technical disclosure regarding the Company’s properties included or incorporated by reference in this Prospectus Supplement, including all mineral reserve and resource estimates contained in such technical disclosure, has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2024.

Investors are cautioned not to assume that any part of, or all, mineral deposits categorized as “inferred mineral resources” or “indicated mineral resources” will ever be converted into mineral reserves. Inferred mineral resources are mineral resources for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. Inferred mineral resources are based on limited information and have a great amount of uncertainty as to their existence and as to their economic and legal feasibility, although it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

Under Canadian rules, estimates of inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be characterized as mineral reserves and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a preliminary economic assessment as defined under NI 43-101. Indicated and inferred mineral resources that are not mineral reserves do not have demonstrated economic viability.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Prospectus Supplement refer to Canadian dollars and all references to “US$” in this Prospectus refer to United States dollars.

The following table sets forth the rate of exchange for the United States dollar expressed in Canadian dollars in effect at the end of the periods indicated, the average of exchange rates in effect on the last day of each month during such periods, and the high and low exchange rates during such periods based on the daily average exchange rate as reported by the Bank of Canada for conversion of United States dollars into Canadian dollars.

Average rate of period Rate at end of period High for period Low for period	Period Ended	November 30, 2023 $1.3516 $1.3582 $1.3875 $1.3128	Year Ended February 29, 2024		Year Ended February 28,
	2024 $1.3693 $1.4010 $1.4082 $1.3460				2023
			$1.3500 $1.3570 $1.3875 $1.3128		$1.3135 $1.3609 $1.3856 $1.2451

The daily average exchange rate on March 19, 2025 as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 equals $1.4326.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purposes of this Offering. Other documents are also incorporated, or deemed to be incorporated by reference, into the Shelf Prospectus and reference should be made to the Shelf Prospectus for full particulars thereof.

Information has been incorporated by reference in this Prospectus Supplement from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Rupert at 82 Richmond Street East, Suite 203, Toronto, Ontario, Canada, M5C 1P1 (Telephone 416-304-9004) and are also available electronically at www.sedarplus.ca.

(a) the annual information form of the Company for the ten months ended December 31, 2024 (the “ AIF ”);
(b) the audited annual consolidated financial statements of Rupert as at and for the years ended February 29, 2024 and February 28, 2023, together with the notes thereto and the auditor’s report thereon;
(c) the management’s discussion and analysis of financial conditions and results of operations of the Company for the twelve months ended February 29, 2024;
(d) the unaudited condensed consolidated interim financial statements for the three and nine months ended November 30, 2024, together with the notes thereto (the “ Interim Financial Statements ”);
(e) the management’s discussion and analysis of financial conditions and results of operations of the Company for the three and nine months ended November 30, 2024 (the “ Interim MD&A ”);
(f) the management information circular of the Company dated July 4, 2024 relating to the annual general meeting of shareholders of Rupert held on August 6, 2024; and
(g) the template version of the term sheet dated March 18, 2025, filed on SEDAR+ in connection with the Offering (the “ Term Sheet ”).

Any statement contained in this Prospectus Supplement, in the Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein will be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Shelf Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the Shelf Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus Supplement.

Any document of the type required to be incorporated into the Prospectus Supplement by item 11.1 of Form 44-101F1 – Short Form Prospectus (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Company after the date of this Prospectus Supplement and before the termination of the distribution are deemed to be incorporated by reference in this Prospectus Supplement. Copies of the documents incorporated by reference may be obtained without charge from the Chief Financial Officer of the Company at the above-mentioned address and telephone number and are also available electronically on the SEDAR+ website at www.sedarplus.ca. Information on the Company’s website does not constitute part of this Prospectus Supplement.

THE COMPANY

Rupert is a company incorporated under the Business Corporations Act (British Columbia) (the “ BCBCA ”) and listed on the TSX under the symbol “RUP”.

The Company is a gold exploration and development company focused on making and advancing discoveries of scale and quality with high margin and low environmental impact potential. The Company’s core focus is the 100%-held Rupert Lapland Project Area, including in particular, the Ikkari discovery (the “ Ikkari Project ”).

The Company commissioned WSP Finland Oy to prepare and author a NI 43-101 compliant technical report at the Ikkari Project, entitled “Ikkari Pre-Feasibility Study NI 43-101 Technical Report” (the “ Ikkari PFS ”) , with an effective date of February 14, 2025.

The Company’s primary office is located at 82 Richmond St. East, Suite 203, Toronto, Ontario, M5C 1P1.

Further information regarding the business of the Company, its operations and its mineral properties can be found in the Interim MD&A and the AIF. See “ Documents Incorporated by Reference ”.

CONSOLIDATED CAPITALIZATION

Since November 30, 2024, the currency date of the Interim Financial Statements, there have been no material changes in the Company’s consolidated capitalization. The following table sets forth the share capital of the Company as at November 30, 2024, both before and after giving effect to the issuances of the Offered Shares under the Offering and the Shares under the Concurrent Private Placement. The table should be read in conjunction with the Interim Financial Statements and the Interim MD&A incorporated by reference in this Prospectus Supplement.

Designation of Shares Shares	Number of Shares Authorized Unlimited	Outstanding as at November 30, 2024 216,216,898	Outstanding as at November 30, 2024, after giving effect to the Offering and the Concurrent Private Placement(1)(2)
			234,966,898

Notes:

(1) Reflects the issuance of 10,000,000 Offered Shares pursuant to this Offering and assumes the issuance of 1,500,000 Over-Allotment Shares pursuant to the Over-Allotment Option. See “ Plan of Distribution ”.

(2) Reflects the issuance of 7,250,000 Shares pursuant to the Concurrent Private Placement. See “ Plan of Distribution ”.

USE OF PROCEEDS

The estimated net proceeds received by the Company from this Offering and the Concurrent Private Placement (assuming exercise in full of the Over-Allotment Option and a fully subscribed Concurrent Private Placement) will be C$81,487,500 (determined after deducting the Underwriting Commission of C$2,587,500 and estimated expenses of the Offering and the Concurrent Private Placement of C$300,000). If the Over-Allotment Option is not exercised, the estimated net proceeds received by the Company from the Offering and the Concurrent Private Placement (assuming a fully subscribed Concurrent Private Placement) will be C$75,075,000 (determined after deducting the Underwriting Commission of C$2,250,000 and estimated expenses of the Offering and Concurrent Private Placement of C$300,000).

Rupert currently intends to use the net proceeds raised from the Offering and the Concurrent Private Placement (assuming exercise in full of the Over-Allotment Option and a fully subscribed Concurrent Private Placement) for the 18 months through to the end of September 2026 as follows:

Activity or Nature of Expenditure

Approximate Use of Net Proceeds for the 18 months to end September 2026

Exploration and Permitting Expenditures:

Salaries

C$6,741,000

Drilling & Assaying

C$14,265,000

Activity or Nature of Expenditure

Approximate Use of Net Proceeds for the 18 months to end September 2026

- Licences & Permitting Costs - Geological Studies - Expanded Core Storage Facility Technical Studies on the Company’s properties in Finland: Environmental Studies on the Company’s properties in Finland: General, Corporate and Administrative Expenses: - Salaries and Fees - Travel, Marketing and other costs - Professional Fees and Insurance - Overheads incurred in Finland, incl. property care and maintenance Total	C$23,401,000 C$477,000 C$1,550,000 C$46,434,000
	C$14,958,000
	C$10,104,000
	C$4,130,000 C$812,000 C$2,424,000 C$2,625,000 C$9,991,000
	C$81,487,000

Although the Company intends to use the net proceeds from the Offering and Concurrent Private Placement as set forth above, the actual allocation of the net proceeds may vary from those allocations set out above, depending on future developments in relation to the Company’s Finland properties or unforeseen events, including those listed under “ Risk Factors ” of this Prospectus Supplement, the Shelf Prospectus and the AIF. Potential investors are cautioned that notwithstanding the Company’s current intentions regarding the use of the net proceeds of the Offering and the Concurrent Private Placement, there may be circumstances where a reallocation of the net proceeds may be advisable for reasons that management believes, in its discretion, are in the Company’s best interests. See “ Risk Factors ”.

If the Over-Allotment Option is not exercised in full, the Company does not complete the Concurrent Private Placement or completes the Concurrent Private Placement for lesser proceeds than anticipated and disclosed above, the Company anticipates that the funds intended to be spent on exploration expenditures, in particular diamond and base of till drilling carried out by third party contractors, will be reduced accordingly, as described below under “ Business Objectives and Milestones ”.

The Company generates no operating revenue from the exploration activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time that commercial production is achieved at a particular project. To the extent that the Company has negative operating cash flows in future periods in excess of amounts disclosed above in the Use of Proceeds table, it may need to deploy a portion of its existing working capital to fund such negative cash flow. See “ Risk Factors ” in this Prospectus Supplement, the Shelf Prospectus and the AIF.

Mr. Craig Hartshorne, a Chartered Geologist at the Geological Society of London, and, as of the date of this Prospectus Supplement, an employee of the Company, is the qualified person, within the meaning of NI 43-101, who has reviewed and confirmed the above-noted use of net proceeds allocations are reasonable.

Business Objectives and Milestones

The net proceeds of the Offering and the Concurrent Private Placement and current cash on hand will allow the Company to further advance its assets within the Rupert Lapland Project Area, in particular, the Ikkari Project, and will be sufficient to complete the business objectives and milestones detailed below, through to the end of September, 2026:

1) Exploration and Permitting Activities

The Company anticipates total expenditures in relation to exploration and permitting activities, including salaries, of approximately C$44,884,000 for the 18 months through to the end of September, 2026, together with C$1,550,000 for expansion of the existing core storage facility. These amounts include the following estimates:

Salaries (including employer’s social tax burden) incurred in Finland of C$6,741,000.
Drilling and assaying costs incurred with third party contractors for a total of C$14,265,000 and which is broken down into the following areas of respective activity:
Ikkari Project follow-up exploration. Continued in-fill and step out diamond drilling at the Ikkari Project, including step-outs at depth, aimed at furthering the Company’s geological understanding of the Ikkari Project and extending the mineralised system, the estimated costs for which total C$4,650,000 through to the end of September, 2026.
Continuing exploration in the Rupert Lapland Project Area . Continued exploration activities at other previously identified targets elsewhere in the Rupert Lapland Project Area, including Heinä South, Saitta and Mike, with the aim to demonstrate through diamond drilling the potential scale of the discoveries and define potentially new economic mineralisation in the area, the estimated costs for which total C$5,600,000 through to the end of September, 2026.
Generative exploration . Identify further gold anomalies using geochemical analysis of base of till samples and geological mapping and sampling elsewhere within the Rupert Lapland Project Area, including but not limited to, at Säynä and Area 51. These are being followed up using diamond drilling as appropriate to define potential. Estimated costs for this work total C$4,015,000 through to the end of September, 2026.
Licencing and Permitting Costs . The Company incurs annual costs through periodic payments for the continued holding of its mineral properties in Finland, which are expected to total C$4,026,000 through to the end of September, 2026. This includes an anticipated once-off cash deposit which may be required to be lodged with the authorities in Finland in connection with a bond for the environmental permit for the Pahtavaara mine and which the Company has provisionally estimated may total up to C$19,375,000. The combined cost of these two items amounts to C$23,401,000 through to the end of September, 2026.
Geological Studies . Further to the exploration programmes outlined above, the Company utilises a small number of external consultants to undertake structural geological and geophysical interpretations to enhance the exploration, the estimated costs for which total C$477,000 through to the end of September, 2026.
Expanded Core Storage Facility . An expansion is required to the existing core storage facility in order to be able to hold increased amounts of diamond drill core through adverse climatic conditions. The anticipated cost for this totals C$1,550,000.

2) Technical Studies on the Company’s Properties in Finland

Further to the completion in February 2025 of the Ikkari PFS, the Company has commenced work on a Definitive Feasibility Study (“ DFS ”). A process is underway to select consultants to assist in the completion of the study and further execution planning. The Company is continuing to advance various technical workstreams in connection with the development of the Ikkari Project to a DFS level and as recommended in the Ikkari PFS, including: hydrogeology, geotechnical engineering for mining and infrastructure inclusive of further sample gathering and analysis, advanced metallurgical and variability testing, further engineering on water treatment and infrastructure. In addition, technical studies are ongoing in collaboration with environmental studies and reporting workstream, such as waste characterisation studies. Estimated costs for this work total approximately C$14,958,000 through the end of September, 2026.

3) Environmental Studies on the Company’s Properties in Finland and Reporting

An environmental impact assessment (“ EIA ”) process is underway at the Ikkari Project, with the aim of securing an environmental permit. Advancing the environmental permitting for the Ikkari Project, specifically the progression of the EIA report and land use planning are key areas of focus of the Company. The Company filed an EIA programme with authorities in

2023 and plans to file EIA report documents during the fourth quarter of calendar 2025. Beyond this time environmental monitoring will continue to be maintained. Work has also been initiated and which includes further studies which will contribute to the future environmental and water permit application for the Ikkari Project. Estimated costs for this work total approximately C$10,104,000 through the end of September, 2026.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary, as of the date prior to the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”) generally applicable to a shareholder who acquires as beneficial owner Offered Shares pursuant to the Offering and who at all relevant times, for the purposes of the Tax Act, (a) holds the Offered Shares as capital property, (b) deals at arm’s length with the Company and each of the Underwriters and (c) is not affiliated with the Company or any of the Underwriters (a “ Holder ”). Generally, the Offered Shares will be considered to be capital property to a Holder unless they are held or acquired in the course of carrying on a business of trading in or dealing in securities or as part of an adventure or concern in the nature of trade.

This summary is based on the facts set out in this Prospectus Supplement, the provisions of the Tax Act in force as of the date prior to the date hereof, the current provisions of the Canada-United States Tax Convention (1980) (the “ Canada-U.S. Tax Convention ”), and counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly and officially announced by or on behalf of the Minister of Finance (Canada) as of the date prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all.

This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations and does not take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

This summary is not applicable to a Holder: (i) that is a “financial institution”, as defined in the Tax Act, for purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a “specified financial institution”, as defined in the Tax Act; (iii) an interest in which is or would be a “tax shelter investment”, as defined in the Tax Act; (iv) that reports its “Canadian tax results”, (as defined in the Tax Act) in a currency other than Canadian currency; (v) that has entered or will enter into, with respect to the Offered Shares, a “derivative forward agreement”, a “synthetic disposition arrangement” or a “synthetic equity arrangement”, each defined in the Tax Act; (vi) that receives dividends on Offered Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act; (vii) that is a “foreign affiliate”, as defined in the Tax Act, of a taxpayer resident in Canada; (viii) that is exempt from tax under Part I of the Tax Act; or (ix) that is otherwise of special status or in special circumstances. Such Holders should consult their own tax advisors with respect to an investment in the Offered Shares.

Additional considerations, not discussed herein, may apply to a Holder that is a corporation resident in Canada, and is or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person or a group of non-resident persons that do not deal with each other at arm’s length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to the consequences of purchasing the Offered Shares pursuant to the Offering.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Offered Shares.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Offered Shares. This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of acquiring, holding and disposing of the Offered Shares will vary according to the Holder’s particular circumstances. Holders should consult their own tax advisors with respect to the tax considerations applicable to them having regard to their particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Offered Shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Tax Act.

Holders Resident in Canada

The following section of this summary generally applies to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada at all relevant times (a “ Resident Holder ”).

A Resident Holder to whom Offered Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to have the Offered Shares, and every other “Canadian security” as defined in the Tax Act, held by such Resident Holder in the taxation year of the election and in all subsequent taxation years, treated as capital property. Resident Holders should consult their own tax advisors regarding this election.

Dividends

Dividends (including deemed dividends) received on the Offered Shares in the taxation year of a Resident Holder will be included in the Resident Holder’s income for the year for the purposes of the Tax Act. Such dividends received or deemed to have been received by a Resident Holder who is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules applicable to “taxable dividends” received by individuals from “taxable Canadian corporations”, each as defined in the Tax Act, including the enhanced gross-up and dividend tax credit in respect of dividends properly designated by the Company as “eligible dividends” in accordance with the Tax Act. There may be limits on the ability of the Company to designate dividends as eligible dividends.

Dividends (including deemed dividends) received on the Offered Shares by a Resident Holder that is a corporation will be included in computing the corporation’s income and will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to have been received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations are urged to consult their own tax advisors having regard to their particular circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, may be liable to pay tax under Part IV of the Tax Act (refundable in certain circumstances) on dividends received (or deemed to be received) on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions of Offered Shares

Generally, upon a disposition (or a deemed disposition) of an Offered Share (other than to the Company unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market), a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition are greater (or less) than the Resident Holder’s adjusted cost base of such Offered Share and any reasonable costs of disposition. The adjusted cost base to the Resident Holder of an Offered Share acquired pursuant to the Offering will be determined by averaging the cost of such Offered Share with the adjusted cost base of all common shares of the Company owned by the Resident Holder as capital property immediately before the time of acquisition, if any. The treatment of capital gains and capital losses is discussed below under “ Capital Gains and Capital Losses ”.

Capital Gains and Capital Losses

Subject to the Capital Gains Proposals (as defined below), generally, one-half of any capital gain (a “ taxable capital gain ”), realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for that year and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a particular taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years (but not against other income), to the extent and in the circumstances described in the Tax Act.

Tax Proposals related to the capital gains inclusion rate (the “ Capital Gains Proposals ”) would increase a Resident Holder’s capital gains inclusion rate effective January 1, 2026, from one-half to two-thirds. The Capital Gains Proposals also include provisions applicable to a Resident Holder that is an individual (excluding most types of trusts) that would, generally, offset the increase in the capital gains inclusion rate for such individual Resident Holder for up to $250,000 of net capital gains, with the two-thirds inclusion rate applying to the portion of net capital gains realized in the year that exceeds $250,000. On January 31, 2025, the Minister of Finance (Canada) announced that the federal government is deferring the effective date of the Capital Gains Proposals from June 25, 2024 to January 1, 2026. In response to the Department of Finance’s announcement, the CRA announced that it will administer the currently enacted capital gains inclusion rate of one-half as provided in the Tax Act until January 1, 2026. Resident Holders should consult their own tax advisors with regard to the Capital Gains Proposals. As of the date hereof, it is uncertain if the Capital Gains Proposals will be re-introduced and enacted in their current form or at all. Resident Holders should consult their own tax advisors with respect to the Capital Gains Proposals.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition (or deemed disposition) of an Offered Share may be reduced by the amount of any dividends previously received (or deemed to be received) by the Resident Holder on such Offered Share (or a share substituted for such Offered Share) to the extent and under the circumstances described in the Tax Act. Similar rules may apply where an Offered Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.

Minimum Tax

Capital gains realized and dividends received (or deemed to be received) by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors in this regard.

Additional Refundable Tax

A Resident Holder that: (i) throughout the relevant taxation year, is a "Canadian-controlled private corporation" (as defined in the Tax Act), or (ii) at any time in the relevant taxation year, is a “substantive CCPC” ( as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, including any taxable capital gains and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Holders Not Residents of Canada

This portion of the summary is applicable to a Holder who, at all relevant times, is neither resident in Canada nor deemed to be resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention, and who does not use or hold, will not use or hold, and is not deemed to use or hold the Offered Shares in the course of carrying on, or otherwise in connection with, a business (including an adventure or concern in the nature of trade) in Canada (a “ Non-Resident Holder ”).

The term “ U.S. Holder ,” for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention eligible for the full benefits of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention and related compliance requirements based on their particular circumstances.

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors with respect to an investment in the Offered Shares.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Company to a Non-Resident Holder on the Offered Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of such dividend, unless such rate is reduced by the terms of an applicable tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident and to which the Non-Resident Holder is entitled to the full benefits thereof. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The

rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “ MLI ”) of which Canada is a signatory, affects many of Canada’s tax treaties (but not the Canada-U.S. Tax Convention), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable tax treaty or convention based on their particular circumstances.

Dispositions of Offered Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of an Offered Share, nor will a capital loss arising therefrom be recognized under the Tax Act, unless the Offered Share constitutes (or is deemed to constitute) “taxable Canadian property” of such Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention (including as a result of the application of the MLI).

Provided the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX and FSE) at the time of disposition or deemed disposition, the Offered Shares generally will not constitute taxable Canadian property of a Non-Resident Holder unless, at any time during the 60-month period immediately preceding the disposition or deemed disposition, the following two conditions are met concurrently: (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of (a) real or immovable property situated in Canada, (b) “Canadian resource property” (as defined in the Tax Act), (c) “timber resource property” (as defined in the Tax Act), or (d) options in respect of, interests in, or, for civil law, rights in, such properties, whether or not such property exists. Notwithstanding the foregoing, Offered Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act. Non-Resident Holders should consult their own tax advisors as to whether their Offered Shares constitute “taxable Canadian property” in their own particular circumstances.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of an Offered Share that is taxable Canadian property to that Non-Resident Holder and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention (including as a result of the application of the MLI), the income tax consequences described above under the headings “ Holders Resident in Canada - Dispositions of Offered Shares ” and “ Holders Resident in Canada - Capital Gains and Capital Losses ” will generally be applicable to such disposition. Such Non-Resident Holders should consult their own tax advisors.

Non-Resident Holders whose Offered Shares may constitute taxable Canadian property should consult their own advisors regarding the tax and compliance considerations that may be relevant to them.

ELIGIBILITY FOR INVESTMENT

In the opinion of Blake, Cassels & Graydon LLP, Canadian counsel to the Company, and Cassels Brock & Blackwell LLP, Canadian counsel to the Underwriters, subject to the provisions of any particular plan, based on the current provisions of the Tax Act, an Offered Share, if issued on the date hereof, would at the time of acquisition be a “qualified investment” under the Tax Act for a trust governed by a “registered retirement savings plan” (“ RRSP ”), “registered retirement income fund” (“ RRIF ”), “tax-free savings account” (“ TFSA ”), “registered education savings plan” (“ RESP ”), “deferred profit sharing plan”, “first home savings account” (“ FHSA ”) or “registered disability savings plan” (“ RDSP ”) (as those terms are defined in the Tax Act) provided that at the time of acquisition the Offered Shares are listed on a “designated stock exchange” (which currently includes the TSX and the FSE) or the Company is otherwise a "public corporation" (other than a "mortgage investment corporation") within the meaning of the Tax Act.

Notwithstanding that an Offered Share may be a qualified investment for a TFSA, RRSP, RRIF, RESP, FHSA or RDSP (each, a “ Registered Plan ”), if the Offered Share is a “prohibited investment” within the meaning of the Tax Act for a Registered Plan, the holder, subscriber or annuitant of the Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act. An Offered Share will generally not be a “prohibited investment” for a Registered Plan if the holder, subscriber or annuitant of the Registered Plan, as the case may be, (i) deals at arm’s length with the Company for the purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act for the purposes of the prohibited investment rules) in the

Company. In addition, an Offered Share will not be a “prohibited investment” if the Offered Share is “excluded property” as defined in the Tax Act for a Registered Plan.

Prospective investors who intend to hold such Offered Shares in a Registered Plan should consult their own tax advisers with respect to whether Offered Shares would be prohibited investments having regard to their particular circumstances.

DESCRIPTION OF SECURITIES BEING OFFERED

The authorized capital of Rupert is an unlimited number of Shares, of which, at the date hereof, there are 216,216,898 Shares issued and outstanding.

All of the Shares are of the same class and, once issued, rank equally as to dividends, voting powers and participation in assets. Holders of Shares are entitled to one vote for each Share held of record on all matters to be acted upon by the shareholders. Subject to the rights of any other class of shares ranking senior to the Shares, holders of Shares are entitled to receive such dividends as may be declared from time to time by the board of directors of the Company (the “ Board ”), in its discretion, out of funds legally available therefor.

Subject to the rights of holders of any class of shares ranking senior to the Shares, upon liquidation, dissolution or winding up of the Company, holders of Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. There are no pre-emptive rights or conversion rights and no provisions for redemption or purchase for cancellation, surrender or sinking or purchase fund.

Subject to the BCBCA and any TSX requirements, the Company may, by directors’ resolution, modify, vary or amend such rights or provisions. See “ Risk Factors ”.

PRIOR SALES

The following tables summarize the issuances by Rupert of Shares and other securities convertible into Shares within the 12 months prior to the date of this Prospectus Supplement:

Issuance Summary of Shares

Date April 3, 2024(1) April 3, 2024(1) April 4, 2024(2) April 11, 2024(1) April 15, 2024(1) April 15, 2024(1) April 25, 2024(1) April 30, 2024(1) April 30, 2024(1) May 15, 2024(1) May 29, 2024(1) July 31, 2024 (1) August 1, 2024(3) August 7, 2024(1) August 7, 2024(1) September 6, 2024(1) September 6, 2024(1)	Type of Security Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares	Priceper Security C$3.20 C$0.87 - C$3.20 C$0.87 C$3.20 C$3.20 C$0.87 C$3.20 C$3.20 C$0.87 C$3.20 C$3.58 C$0.87 C$3.20 C$0.87 C$3.20	Number of Securities
			50,000 45,000 5,283 50,000 20,000 15,000 50,000 60,000 40,000 75,000 75,000 35,000 9,830,029 40,000 217,500 1,200,000 69,825

Date September 12, 2024(1) September 23, 2024(2)	Type of Security Common Shares Common Shares	Priceper Security C$3.20 -	Number of Securities
			403,288 46,550

Notes:

(1) Issued pursuant to exercise of stock options (“ Options ”) at exercise prices ranging from $0.87 to $3.20, as reflected in the table above. (2) Issued pursuant to settlement of performance share units (“ PSUs ”) on a cash-free basis in accordance with the Company’s amended and restated equity incentive plan dated November 9, 2022.

(3) Issued pursuant to the Company’s bought deal public offering and concurrent private placement on August 1, 2024.

Issuance Summary of Securities Convertible into Shares

Date May 31, 2024 May 31, 2024	Type of Security PSUs Options	Grant / Exercise Price C$4.09 C$4.09	Number of Securities
			295,079 1,121,117

TRADING PRICE AND VOLUME

Rupert’s outstanding Shares are listed for trading on the TSX under the symbol “RUP”. The following table sets forth the high and low trading price and trading volumes of the Shares as reported by the TSX for the periods indicated:

Month March 1-19, 2025 February 2025 January 2025 December 2024 November 2024 October 2024 September 2024 August 2024 July 2024 June 2024 May 2024 April 2024 March 2024	High (C$) 4.99 5.08 4.65 4.55 4.49 4.72 4.35 4.20 4.20 4.40 4.35 4.50 3.83	Low (C$) 4.22 4.32 4.00 3.96 3.95 3.94 3.53 3.28 3.55 3.69 3.72 3.50 3.05	Volume
			1,338,752 1,571,056 790,013 3,057,224 1,233,940 1,009,407 1,055,191 1,214,745 1,084,819 371,183 1,191,067 1,729,158 1,798,742

Note: Source, Bloomberg

PLAN OF DISTRIBUTION

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to sell, and the Underwriters have agreed to purchase, on the Closing Date, 10,000,000 Offered Shares at the Offering Price, payable in cash to the Company, against delivery of the Offered Shares, subject to compliance with all necessary legal requirements and to the conditions contained in the Underwriting Agreement.

The Underwriters may terminate their obligations under the Underwriting Agreement at their discretion on the basis of a “material change out”, “disaster out”, “breach out” and upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares (other than the Over-Allotment Shares) if any of the Offered Shares are purchased under the Underwriting Agreement.

The Offering Price was determined by arm’s length negotiations between the Company and the Lead Underwriter.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

Offered Shares sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price specified on the cover page, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price set forth on the cover of this Prospectus Supplement, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company.

It is expected that the Offering will be conducted under the book based system and the Company will arrange for the instant deposit of the Offered Shares to be registered to CDS. Accordingly, a subscriber who purchases Offered Shares will receive a customer confirmation from the Underwriters or a CDS Participant from or through whom Offered Shares are purchased. No beneficial holder of the Offered Shares will receive definitive certificates representing their Offered Shares, except in limited circumstances. CDS will record the CDS Participants who hold the Offered Shares on behalf of owners who have purchased or transferred the Offered Shares in accordance with the book based system.

The Offering is being made concurrently in each of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador. The Offered Shares will be offered in Canada through the Underwriters either directly or through their agents and/or affiliates, as applicable. Offers and sales of Offered Shares outside of Canada will be made in accordance with applicable laws in such jurisdictions.

Any Offered Shares offered hereby have not been and will not be registered under the U.S. Securities Act or any United States state securities laws, and accordingly such securities may not be offered, sold or delivered, directly or indirectly, in the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriters may offer and resell the Offered Shares that they have acquired pursuant to the Underwriting Agreement in the United States to persons who are “qualified institutional buyers”, as such term is defined in Rule 144A under the U.S. Securities Act, in compliance with Rule 144A under the U.S. Securities Act and applicable United States state securities laws. The Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares offered under the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements. Any Offered Shares offered or sold in the United States will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

The outstanding Shares are listed for trading on the TSX under the trading symbol “RUP”. Rupert has applied to list the Offered Shares distributed hereunder on the TSX. The TSX has conditionally approved the Company’s listing of the Offered Shares. Listing will be subject to Rupert fulfilling all the listing requirements of the TSX.

The Company has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days after and including the Closing Date, to purchase up to an additional 1,500,000 OverAllotment Shares at the Offering Price, to cover over allotments, if any, and for market stabilization purposes. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option. Any purchaser who acquires Over-Allotment Shares forming part of the over-allotment position of the Underwriters pursuant to the Over-Allotment Option acquires such securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to pay to the Underwriters the Underwriting Commission equal to 5.0% of the aggregate gross proceeds of the Offering, including proceeds realized from the sale of any Over-Allotment Shares pursuant to the exercise of the Over-Allotment Option.

The Company has agreed in the Underwriting Agreement that the Company shall not issue any Shares or securities convertible into Shares for a period of 90 days from the Closing Date without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, except in conjunction with (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other stockbased compensation arrangements including, for greater certainty the sale of any Shares issued thereunder; (ii) the exercise or

conversion of outstanding convertible securities; (iii) any obligations in respect of existing agreements as at March 18, 2025; (iv) in connection with the Concurrent Private Placement; (v) the issuance of any Shares to executives, including with respect to the hiring of new executives; and (vi) the issuance of any Shares pursuant to existing participation rights of Agnico.

The Company also agreed to cause the directors and officers of the Company to execute and deliver lock-up agreements, in favour of the Underwriters, in a form satisfactory to the Company and the Underwriters, acting reasonably, pursuant to which such directors and officers agree that for a period of 90 days from the Closing Date, each will not directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Shares, whether such transaction is settled by the delivery of Shares, other securities, cash or otherwise, other than pursuant to a take-over bid or any other similar transaction made generally to all shareholders of the Company and other than any sales of any Shares in connection with the exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to equity incentive plans of the Company.

The Company has agreed in the Underwriting Agreement to indemnify the Underwriters against certain liabilities, including liabilities under Canadian securities laws, and, where such indemnification is unavailable, to contribute to payments that the Underwriters may be required to make in respect of such liabilities.

In order to facilitate the Offering, the Underwriters may engage in transactions that are intended to stabilize, maintain or otherwise affect the market price of the Shares in accordance with applicable securities laws. Specifically, the Underwriters may sell more Shares than it is obligated to purchase under the Underwriting Agreement, creating a short position. A short sale is covered if the short position is no greater than the number of Shares available for purchase by the Underwriters under the Over-Allotment Option. The Underwriters can close out a covered short sale by exercising the Over-Allotment Option or purchasing Shares in the open market. In determining the source of Shares to close out a covered short sale, the Underwriters will consider, among other things, the open market price of Shares compared to the price available under the Over-Allotment Option. The Underwriters may also sell Shares in excess of the Over-Allotment Option, creating a naked short position. The Underwriters must close out any naked short position by purchasing Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Shares in the open market after pricing that could adversely affect investors who purchase in the Offering. As an additional means of facilitating the Offering, the Underwriters may bid for, and purchase, Shares in the open market to stabilize the price of the Shares. These activities may raise or maintain the market price of the Shares above independent market levels or prevent or retard a decline in the market price of the Shares. The Underwriters are not required to engage in these activities and may end any of these activities at any time.

Pursuant to the policies of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus Supplement, bid for or purchase Shares. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the bylaws and rules of applicable regulatory authorities and stock exchanges, including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory Organization, relating to market stabilization and passive market making activities; (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution; (c) a bid or purchase to cover a short position entered into prior to the distribution; and (d) transactions in compliance with U.S. federal securities laws. Any such trades are permitted only on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Shares.

Concurrent Private Placement and Participation Right

Concurrent with the Offering, the Company also intends to complete the Concurrent Private Placement for gross proceeds of up to C$32,625,000. The Company expects Agnico will commit to subscribe for, as part of the Concurrent Private Placement, such number of Shares that results in Agnico maintaining its holdings of 14% of the Shares on a non-diluted basis following closing of the Offering and the Concurrent Private Placement. The closing of the Concurrent Private Placement is not a condition of closing of the Offering. No commission is payable to the Underwriters in connection with the Concurrent Private Placement or any subscription for Shares by Agnico pursuant to the Participation Right.

Rupert has applied to list the Shares to be purchased under the Concurrent Private Placement on the TSX. The TSX has conditionally approved the Company’s listing of the Shares to be purchased under the Concurrent Private Placement. Listing will be subject to Rupert fulfilling all the listing requirements of the TSX. This Prospectus Supplement does not qualify the distribution of any Shares issued pursuant to the Concurrent Private Placement.

RISK FACTORS

An investment in the Offered Shares involves a high degree of risk and must be considered speculative due to the nature of the Company’s business and present stage of exploration and development of its mineral property. Before making an investment decision, prospective purchasers should carefully consider the risks and uncertainties described below, as well as the other information contained in or incorporated by reference in this Prospectus Supplement and Shelf Prospectus, including the AIF and Interim MD&A. See “Documents Incorporated by Reference.” These risks and uncertainties are not the only ones facing us. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any such risks actually occur, our business, financial condition and operating results could be materially harmed, the value of our securities could decline and you may lose all or part of your investment. This Prospectus Supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Information.”

Risks and Other Considerations Related to this Offering

Need for Future Financing

The future development of the Company’s business will require additional financing or refinancings. There are no assurances that such financing or refinancings will be available, or if available, available upon terms acceptable to the Company. If sufficient capital is not available, the Company may be required to delay the expansion of its business and operations, which could have a material adverse effect on the Company’s business, financial condition, prospects or results of operations.

The Shares are Subject to Market Price Volatility

The market price of the Shares may be adversely affected by a variety of factors relating to Rupert’s business, including fluctuations in the Company’s operating and financial results, the results of any public announcements made by Rupert and the failure to meet analysts’ expectations.

The market price of securities of Rupert has experienced wide fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of Rupert. Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Shares is also likely to be significantly affected by short-term changes in gold or other mineral prices. Other factors unrelated to the Company’s performance that may have an effect on the price of the Shares include the following: (i) the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Shares; (ii) lessening in trading volume and general market interest in the Shares may affect an investor’s ability to trade significant numbers of Shares; (iii) the size of the Company’s public float may limit the ability of some institutions to invest in the Shares; and (iv) a substantial decline in the price the Shares that persists for a significant period of time could cause the Shares to be delisted from the TSX or from any other exchange upon which the Shares may trade from time to time, further reducing market liquidity.

As a result of any of these factors, the market prices of the Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Loss of Entire Investment

There is no guarantee that an investment in the Shares, including the Offered Shares, will earn any positive return in the short term or long term. An investment in the Shares is highly speculative and involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for

immediate liquidity in their investment. An investment in the Shares, including the Offered Shares, is appropriate only for investors who have the capacity to absorb a loss of their entire investment.

Discretion in the Use of Proceeds

Rupert currently intends to apply the net proceeds received from the Offering and the Concurrent Private Placement as described above under the heading “ Use of Proceeds ”. However, management of the Company will have discretion concerning the use of the net proceeds of the Offering and Concurrent Private Placement as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering and the Concurrent Private Placement. Management may use the net proceeds of the Offering and the Concurrent Private Placement in ways that an investor may not consider desirable. The results and the effectiveness of the application of proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results may suffer.

Potential Dilution

Our articles of incorporation allow us to issue an unlimited number of Shares for such consideration and on such terms and conditions as shall be established by our Board, in many cases, without the approval of the shareholders.

Except as described under the heading “ Plan of Distribution ”, we may issue additional Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Shares) and on the exercise of options or warrants.

We may also issue Shares to finance future acquisitions and other projects. We cannot predict the size of future issuances of Shares or the effect that future issuances and sales of Shares will have on the market price of the Shares. Issuances of a substantial number of additional Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for our Shares. With any additional issuance of Shares, investors will suffer dilution to their voting power and we may experience dilution in our earnings per Share.

Active Liquid Market for the Shares

There may not be an active, liquid market for the Shares. There is no guarantee that an active trading market for the Shares will be maintained on the TSX. Investors may not be able to sell their Shares quickly or at the latest market price if trading in the Shares is not active.

Negative Operating Cash Flow

Rupert had negative operating cash flow for recent past financial reporting periods. The Company anticipates that it will continue to have negative operating cash flow until such time, if at all, that profitable commercial production is achieved. To the extent that Rupert has negative operating cash flow in future periods, Rupert may need to allocate a portion of its cash reserves to fund such negative cash flow. Rupert may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to Rupert.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is MNP LLP, Chartered Professional Accountants, located at 300 – 111 Richmond Street W, Toronto, Ontario, Canada, M5H 2G4. MNP LLP is independent from the Company in accordance with the Chartered Professional Accountants of Ontario Code of Professional Conduct.

The Company’s transfer agent and registrar is Computershare Investor Services Inc. (Canada), located at 100 University Avenue, 9[th] Floor, Toronto, Ontario, Canada, M5J 2Y1.

LEGAL MATTERS

Certain legal matters of Canadian law in connection with the Offering will be passed upon on behalf of the Company by Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Cassel s Brock & Blackwell LLP. Certain legal matters of U.S. law in connection with the Offering will be passed upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP. As of the date of this Prospectus Supplement, to the best of the Company’s knowledge, the partners and associates of Blake, Cassels & Graydon LLP,

as a group, and the partners and associates of Cassel s Brock & Blackwell LLP, as a group, each beneficially own, directly or indirectly, in the aggregate less than 1% of the issued and outstanding Shares.

INTERESTS OF EXPERTS

Brian Thomas, P. Geo., of WSP Canada Ltd. and Timothy Daffern, Fellow AusIMM. Fellow IOMMM (QMR). MSME, MCIM., of WSP UK Ltd., each of whom qualify as an independent qualified person under NI 43-101, prepared the Ikkari PFS entitled “ Ikkari Pre-Feasibility Study NI 43-101 Technical Report” with an effective date of February 14, 2025.

To the best knowledge of the Company, the aforementioned persons have not held any registered or beneficial interest, direct or indirect in any securities or other property of the Company or one of its associates or affiliates when the Ikkari PFS was prepared and no securities or other property of the Company or one of its associates or affiliates were subsequently received by such experts.

Certain scientific and technical information contained in this Prospectus Supplement, including the documents incorporated by reference, has been reviewed and approved by Craig Hartshorne, a Chartered Geologist at the Geological Society of London, and, as of the date of this Prospectus Supplement, an employee of the Company, and a qualified person as defined under NI 43101. As of the date of this Prospectus Supplement, Craig Hartshorne held nil Shares and 67,179 Options of the Company.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (i) the date that the issuer (a) filed the prospectus or any amendment on SEDAR+ and, if applicable, a receipt is issued and posted for the document, and (b) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (ii) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

CERTIFICATE OF THE COMPANY

Dated: March 20, 2025

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and this supplement as required by the securities legislation of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador.

(signed) “Graham Crew” (signed) “Jeffrey Karoly” Chief Executive Officer Chief Financial Officer ON BEHALF OF THE BOARD OF DIRECTORS (signed) “Riikka Aaltonen” (signed) “Gunnar Nilsson” Director Director

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CERTIFICATE OF THE UNDERWRITERS

Dated: March 20, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador.

CORMARK SECURITIES INC.

(signed) “Darren Wallace”

Darren Wallace Managing Director & Head of Investment Banking

BMO NESBITT BURNS INC.

(signed) “Ilan Bahar”

Ilan Bahar Managing Director & Co-Head, Global Metals & Mining

SCOTIA CAPITAL INC.

(signed) “Matthew Hind”

Matthew Hind Managing Director & Head, Global Mining & Metals

CANACCORD GENUITY CORP.

(signed) “Tom Jakubowski”

Tom Jakubowski Managing Director, Global Head of Metals & Mining, Investment Banking

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This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. Notwithstanding the foregoing, delivery to purchasers of a prospectus supplement containing the omitted information is not required where an exemption from the delivery requirements under applicable securities legislation in each of the provinces is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Rupert Resources Ltd. at our head office located at 82 Richmond Street East, Suite 203, Toronto, Ontario, Canada, M5C 1P1 (Telephone 416-304-9004), and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

December 16, 2024

==> picture [174 x 43] intentionally omitted <==

RUPERT RESOURCES LTD.

$80,000,000

Common Shares Warrants Subscription Receipts Units Debt Securities

This short form base shelf prospectus (the “ prospectus ”) relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Rupert Resources Ltd. (the “ Company ” or “ Rupert ”) listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to $80,000,000. The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.

In addition, the securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the securities separately, a combination of securities or any combination of, among other things, securities, cash and the assumption of liabilities.

The common shares of the Company (the “ Common Shares ”) are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “RUP”, on the OTCQX under the trading symbol “RUPRF” and on the Frankfurt Stock Exchange (the “ FSE ”) under trading symbol “R05”. On December 13, 2024, being the last trading day prior to the date hereof, the closing price of the Common Shares on the TSX, the OTCQX and the FSE was $4.09, US$2.87, and €2.70, respectively. Unless otherwise specified in an applicable prospectus supplement, debt securities, subscription receipts, units, and warrants will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which our securities, other than our Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus.

This may affect the pricing of our securities, other than our Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of our securities and the extent of issuer regulation. See “ Risk Factors ”.

Acquiring our securities may subject you to tax consequences in Canada. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectus supplement with respect to any particular offering and consult your own tax advisor with respect to your own particular circumstances.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the securities in such jurisdiction. Except where an exemption from the delivery requirements under applicable securities legislation in Canada is available, all applicable information permitted under securities legislation to be omitted from this prospectus that has been so omitted will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this prospectus.

Securities may be sold pursuant to this prospectus through underwriters or dealers, or directly or through agents designated from time to time, at amounts and prices and other terms determined by the Company. In connection with any underwritten offering of securities the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”.

A prospectus supplement will set out the names of any underwriters, dealers, or agents involved in the sale of our securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading “ Cautionary Note Regarding Forward-Looking Statements ” and consider such risks and information in connection with an investment in the securities. See “ Risk Factors ”.

The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the offering price, the designation, number and terms of the Common Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Common Shares, debt securities or warrants, as the case may be, and any other specific terms; (iv) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; and (v) in the case of units, the designation, number and terms of the Common Shares, warrants, subscription receipts, or debt securities comprising the units. Where required by statute, regulation or policy, and where securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the securities will be included in the prospectus supplement describing the securities.

Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide investors with different information. Information contained on our website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. We will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.

Each of (a) Gunnar Nilsson, a director and non-executive chairman of the Company, (b) Graham Crew, a director and the Chief Executive Officer of the Company, (c) Jeffrey Karoly, the Chief Financial Officer of the Company, (d) Michael Ouellette, a non-executive director of the Company, (e) Riikka Aaltonen, a non-executive director of the Company, (f) Gareth Digges La Touche, an author of the Updated Ikkari MRE (as defined herein); and (g) Craig Hartshorne, a Chartered Geologist at the Geological Society of London and, as of the date of this prospectus, an employee of the Company, resides outside of Canada and has appointed the following agent for service and process:

	Name of Person		Name and Address of Agent
Gunnar Nilsson, Graham Crew, Jeffrey Karoly, Michael Ouellette, Riikka Aaltonen, Gareth Digges La Touche and Craig Hartshorne Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of process.

All dollar amounts in this prospectus are in Canadian dollars, unless otherwise indicated. See “ Currency and Exchange Rate Information ”.

iii

ABOUT THIS PROSPECTUS ...................................................................................................................................... 1 PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .................................................... 1 CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES ................. 3 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION .......................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 THE COMPANY .......................................................................................................................................................... 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 6 USE OF PROCEEDS .................................................................................................................................................... 6 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................ 6 DESCRIPTION OF SHARE CAPITAL ....................................................................................................................... 6 DESCRIPTION OF DEBT SECURITIES .................................................................................................................... 7 DESCRIPTION OF WARRANTS .............................................................................................................................. 11 DESCRIPTION OF UNITS ........................................................................................................................................ 13 DESCRIPTION OF SUBSCRIPTION RECEIPTS ..................................................................................................... 14 PRIOR SALES ............................................................................................................................................................ 16 TRADING PRICE AND VOLUME ........................................................................................................................... 16 EARNINGS COVERAGE .......................................................................................................................................... 16 PLAN OF DISTRIBUTION ........................................................................................................................................ 16 RISK FACTORS ......................................................................................................................................................... 17 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS ..................................................... 20 AUDITOR, TRANSFER AGENT AND REGISTRAR .............................................................................................. 21 LEGAL MATTERS .................................................................................................................................................... 21 INTERESTS OF EXPERTS ........................................................................................................................................ 21 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 21 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement to this prospectus. The Company has not authorized anyone to provide prospective investors with different information. The Company is not making an offer to sell or soliciting an offer to buy its securities in any jurisdiction where the offer or sale is not permitted. Prospective investors should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, or the date of any documents incorporated by reference herein. The Company’s business, operating results, financial condition and prospects may have changed since the date of this prospectus.

Market data and certain industry forecasts used in this prospectus and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

In this prospectus and any prospectus supplement, unless stated otherwise or the context otherwise requires, references to “ we ”, “ us ”, “ our ” and “ us ” or similar terms, as well as references to “ Rupert ” or the “ Company ”, refer to Rupert Resources Ltd. together with our subsidiaries.

PRESENTATION OF FINANCIAL INFORMATION

The Annual Financial Statements (as defined herein) have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”) and the Interim Financial Statements (as defined herein) have been prepared in accordance with IFRS, applicable to the preparation of interim financial statements, including International Accounting Standard 34 – Interim Financial Reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus, including the documents incorporated by reference, contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, which include, but are not limited to, the requirement of additional financings or refinancings; market price volatility of Common Shares; future issuances of securities; allocation of cash reserves or future proceeds to fund negative cash flow; liquidity of Common Shares; the Company’s intended use of proceeds from the sale of its securities; the Company’s future plans of distribution; completion of a pre-feasibility study (the “ PFS ”) on the timeline contemplated herein; mineral resource estimates; targeting additional mineral resources and expansion of deposits; the Company’s expectations, strategies and plans for its Finland projects, including the Company’s planned exploration and development activities; the results of future exploration and drilling and estimated completion dates for certain milestones; successfully adding or upgrading mineral resources and successfully developing new deposits; the timing, receipt and maintenance of approvals, licences and permits from the Finland government and from any other applicable government, regulator or administrative body; production and processing estimates; future financial or operating performance and condition of the Company and its business, operations and properties; and any other statements that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Rupert to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements and information. Except for statements of historical fact, information contained herein or incorporated by reference herein constitutes forwardlooking statements and forward-looking information. Often, but not always, forward-looking statements and forwardlooking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates”, “will” or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Statements relating to “mineral resources” are deemed to be forward-looking statements or information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described

can be profitably produced in the future. There is no certainty that it will be commercially viable to produce any portion of the mineral resources.

Although the forward-looking statements contained in this prospectus and in the documents incorporated by reference herein are based upon assumptions which the Company believes to be reasonable, the Company cannot assure potential purchasers of the Company’s securities that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this prospectus and in the documents incorporated by reference herein, the Company has made assumptions regarding: future commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future currency exchange and interest rates; the impact of increasing competition; general conditions in economic and financial markets; the potential impact of pandemics on the Company’s operations; availability of drilling and related equipment; effects of regulation by governmental agencies; the receipt of required permits; royalty rates; future tax rates; future operating costs; availability of future sources of funding; and the ability to obtain financing and assumptions underlying estimates related to adjusted funds from operations. The Company has included the above summary of assumptions related to forward-looking information provided in this prospectus and in the documents incorporated by reference herein in order to provide potential purchasers of securities with a more complete perspective on the Company’s future operations and such information may not be appropriate for other purposes. Many of these assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies, and other factors that are not within the control of Rupert and could thus cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forwardlooking statements and forward-looking information.

Furthermore, such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rupert to be materially different from any future results, performance or achievements expressed or implied. Such factors include, among others: risks related to mineral exploration, development and operating; estimation of mineralisation, mineral resources and mineral reserves, risk related to Rupert’s compliance with environmental and health and safety regulations of the resource industry; risks associated with the competitive conditions of the mining industry; risks related to the Company’s ability to obtain, maintain or renew permits and licenses; operational risks, risks associated with negative operating cash flow; liquidity and financing risks; funding risk; exploration costs; uninsurable risks including natural disasters, terrorism and political violence; conflicts of interest; exercise of statutory rights and remedies; difficulty enforcing judgements, risks related to share market conditions; current global financial conditions, including inflationary pressures; the Russian war of aggression against Ukraine and the ongoing uncertainties in the Middle East; pandemics; exchange rate and currency risks; risks associated with commodity prices; key talent recruitment and retention of key personnel; dilution risk; risks that Rupert will not declare dividends; sales by existing shareholders; unsecured debt securities; effect of changes in interest rates of debt securities; effect of fluctuation in foreign currency markets on debt securities; information systems and cyber security; other factors discussed under “ Risk Factors ”; and other risks and uncertainties described elsewhere in this prospectus and in the documents incorporated by reference herein.

Although we have attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward-looking statements or forwardlooking information, there may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.

Forward-looking statements and forward-looking information contained herein are made as of the date of this prospectus and we disclaim any obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. All forward-looking statements and forward-looking information attributable to us is expressly qualified by these cautionary statements.

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

Unless otherwise indicated, the technical disclosure regarding the Company’s properties included or incorporated by reference in this prospectus, including all mineral resource estimates contained in such technical disclosure, has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43101 ”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2024.

Investors are cautioned not to assume that any part, or all, mineral deposits categorized as “inferred mineral resources” or “indicated mineral resources” will ever be converted into mineral reserves. Inferred mineral resources are mineral resources for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. Inferred mineral resources are based on limited information and have a great amount of uncertainty as to their existence and as to their economic and legal feasibility, although it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to “$” or “dollars” in this prospectus refer to Canadian dollars and all references to “US$” in this prospectus refer to United States dollars.

The following table sets forth the rate of exchange for the United States dollar expressed in Canadian dollars in effect at the end of the periods indicated, the average exchange rates in effect on the last day of each month during such periods and the high and low exchange rates during such periods based on the daily average exchange rate as reported by the Bank of Canada for conversion of United States dollars into Canadian dollars.

Average rate of period Rate at end of period High for period Low for period	Period Ended August 31, 2024 2023 $1.3689 $1.3333 $1.3491 $1.3531 $1.3858 $1.3606 $1.3460 $1.3128	Year Ended February 29, 2024		Year Ended February 28,
	2024 $1.3689 $1.3491 $1.3858 $1.3460			2023
		$1.3500 $1.3570 $1.3875 $1.3128		$1.3135 $1.3609 $1.3856 $1.2451

The daily average exchange rate on December 13, 2024 as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 equals $1.4231.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference are available electronically at www.sedarplus.ca. The Company’s filings through SEDAR+ are not incorporated by reference in the prospectus except as specifically set out herein.

The following documents of Rupert, filed with the securities commissions or similar authorities in Canada in which the Company is a reporting issuer, are specifically incorporated by reference into, and form an integral part of, this prospectus, excluding, in each instance, any incorporation by reference of the PEA (as defined herein) and any summaries derived from the PEA (please see the disclosure under the heading “The Company ” for further information):

(a) the annual information form of the Company for the year ended February 29, 2024 (the “ AIF ”);
(b) the audited annual consolidated financial statements of Rupert as at and for the years ended February 29, 2024 and February 28, 2023, together with the notes thereto, and the auditor’s report thereon (the “ Annual Financial Statements ”);
(c) the management’s discussion and analysis of financial conditions and results of operations of the Company for the twelve months ended February 29, 2024;
(d) the unaudited condensed consolidated interim financial statements for the three and six months ended August 31, 2024, together with the notes thereto (the “ Interim Financial Statements ”);
(e) the management’s discussion and analysis of financial conditions and results of operations of the Company for the three and six months ended August 31, 2024 (the “ Interim MD&A ”);
(f) the material change report dated August 30, 2024 relating to the appointment of Graham Crew as the Company’s new Chief Executive Officer and new director on the board of directors of the Company (the “ Board ”);
(g) the material change report dated July 24, 2024 relating to the Company’s entrance into an agreement in respect of a bought deal offering and concurrent private placement; and
(h) the management information circular of the Company dated July 4, 2024 relating to the annual general meeting of shareholders of Rupert held on August 6, 2024.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, in any prospectus supplement hereto or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.

Any document of the type required to be incorporated into this prospectus by item 11.1 of Form 44-101F1 – Short Form Prospectus (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Company after the date of this prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, are deemed to be incorporated by reference in this prospectus.

A prospectus supplement containing the specific terms of any offering of our securities will be delivered to purchasers of our securities together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement and only for the purposes of the offering of our securities to which that prospectus supplement pertains.

Any template version of any “marketing materials” (as such term is defined in NI 44-101 – Short Form Prospectus Distributions ) filed after the date of a prospectus supplement and before the termination of the distribution of the securities offered pursuant to such prospectus supplement (together with this prospectus) is deemed to be incorporated by reference in such prospectus supplement.

Upon our filing of a new annual information form and the related annual financial statements and management’s discussion and analysis with applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form, the previous annual financial statements and management’s discussion and analysis and all interim financial statements, material change reports and information circulars filed prior to the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of our securities under this prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis being filed by us with the applicable securities regulatory authorities during the duration of this prospectus, all interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of securities under this prospectus.

References to our website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

THE COMPANY

Rupert is a company incorporated under the Business Corporations Act (British Columbia) (the “ BCBCA ”) and listed on the TSX under the symbol “RUP”.

The Company is focused on making and advancing discoveries of scale and quality. The Company has one project located in Finland and one project located in Ontario.

The Company’s core focus is its 100%-held Rupert Lapland Project Area including, in particular, the Ikkari discovery (“ Ikkari ”), located within a wider 401 km[2] regional licence holding in the Central Lapland Greenstone Belt of Northern Finland (the “ Rupert Lapland Project Area ”).

The Company previously commissioned Tetra Tech Limited to prepare and author an NI 43-101 compliant technical report covering the Rupert Lapland Project Area entitled “ Preliminary Economic Assessment Ikkari and Pahtavaara - Finland ” (the “ PEA ”), with an effective date of March 10, 2023. In addition to Ikkari, the PEA primarily focused on the Company’s Pahtavaara mine and mill (the “ Pahtavaara Mine ” or “ Pahtavaara ”), which is also located in the Rupert Lapland Project Area.

Subsequent to the release of the PEA, the Company commissioned WSP Canada Inc. to prepare and author a separate NI 43-101 compliant technical report updating the mineral resource estimate at Ikkari, entitled “ Updated Mineral Resource Estimate for the Ikkari Project - Finland ” (the “ Updated Ikkari MRE ”), with an effective date of December 12, 2023. The Updated Ikkari MRE replaced and superseded all scientific and technical information with respect to Ikkari in the PEA in its entirety and is the only current technical report for Ikkari. The PFS is being prepared based on the Updated Ikkari MRE and is anticipated to be completed in the first quarter of 2025. The previously disclosed PEA is no longer current and should not be relied upon by potential investors in making an investment decision in respect of the Company’s securities.

Through the AIF, the Updated Ikkari MRE is incorporated by reference in this prospectus and is available on SEDAR+ at www.sedarplus.ca. The Company intends to continue with its previously disclosed intention to place the Pahtavaara Mine under long term care and maintenance while maintaining its relevant operational permits, however, Pahtavaara will not be a core focus of the Company in the near term.

The Company’s primary office is located at 82 Richmond St. East, Suite 203, Toronto, Ontario, M5C 1P1.

Further information regarding the business of the Company, its operations and its mineral properties can be found in the Interim MD&A and the AIF. See “ Documents Incorporated by Reference ”.

CONSOLIDATED CAPITALIZATION

Since August 31, 2024, the currency date of the Interim Financial Statements, there have been no material changes in the Company’s consolidated capitalization.

USE OF PROCEEDS

The use of proceeds from the sale of our securities will be described in the applicable prospectus supplement relating to a specific offering and sale of securities. Unless otherwise specified in a prospectus supplement, among other potential uses, the Company may use the net proceeds for general corporate and working capital requirements, including to fund ongoing or new operations, to repay any future indebtedness outstanding from time to time, to complete future acquisitions or for other corporate purposes, as will be set forth in the prospectus supplement to this prospectus relating to an offering of the Company’s securities.

More detailed information regarding the use of proceeds from the sale of securities, including any determinable milestones at the applicable time, will be described in a prospectus supplement. We may also, from time to time, issue securities otherwise than pursuant to a prospectus supplement to this prospectus. All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such securities, unless otherwise stated in the applicable prospectus supplement.

The Company generates no operating revenue from the exploration activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time that commercial production is achieved at a particular project. To the extent that the Company has negative operating cash flows in future periods in excess of amounts disclosed in a prospectus supplement to this prospectus, it may need to deploy a portion of its existing working capital to fund such negative cash flow. See “ Risk Factors ” in this prospectus and the AIF.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Each prospectus supplement to this prospectus may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of our securities offered thereunder. Investors should read the tax discussion in any prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

DESCRIPTION OF SHARE CAPITAL

The authorized share capital of Rupert is an unlimited number of Common Shares, of which, as of the date hereof, there are 216,216,898 Common Shares issued and outstanding.

All of the Common Shares are of the same class and, once issued, rank equally as to dividends, voting powers and participation in assets. Holders of Common Shares are entitled to one vote for each Common Share held of record on all matters to be acted upon by the shareholders. Subject to the rights of any other class of shares ranking senior to the Common Shares, holders of Common Shares are entitled to receive such dividends as may be declared from time to time by the Board, in its discretion, out of funds legally available therefor.

Subject to the rights of holders of any class of shares ranking senior to the Common Shares, upon liquidation, dissolution or winding up of the Company, holders of Common Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. There are no pre-emptive rights or conversion rights and no provisions for redemption or purchase for cancellation, surrender or sinking or purchase fund.

Subject to the BCBCA and any TSX requirements, the Company may, by directors’ resolution, modify, vary or amend such rights or provisions.

DESCRIPTION OF DEBT SECURITIES

In this section describing the debt securities, the terms “ Company ” and “ Rupert ” refer only to Rupert Resources Ltd. without any of its subsidiaries.

The following description of the terms of debt securities sets forth certain general terms and provisions of debt securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of debt securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such debt securities. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the following information.

Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus.

The debt securities will be issued under one or more indentures (each, a “ Trust Indenture ”), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “ Trustee ”).

The following description sets forth certain general terms and provisions of the debt securities and is not intended to be complete. The particular terms and provisions of the debt securities and a description of how the general terms and provisions described below may apply to the debt securities will be included in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedarplus.ca.

General

The applicable Trust Indenture will not limit the aggregate principal amount of debt securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue debt securities from time to time in one or more series and may be denominated and payable in any currency. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured obligations of the Company.

The Company may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the debt securities previously issued and to issue that increased principal amount. Any prospectus supplement for debt securities supplementing this prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:

the designation, aggregate principal amount and authorized denominations of such debt securities;
the interest rate at which the debt securities will be issued;
whether payment on the debt securities will be senior or subordinated to other liabilities or obligations of the Company;
whether the payment of the debt securities will be guaranteed by one or more affiliates or associates of the Company;
the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the debt securities and the date or dates, or the methods by which such dates will be determined or

extended, on which the Company will pay the principal and any premium on the debt securities and the portion (if less than the principal amount) of debt securities to be payable upon a declaration of acceleration of maturity;

whether the debt securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;
the place or places the Company will pay principal, premium, if any, and interest, if any, and the place or places where debt securities can be presented for registration of transfer or exchange;
whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the debt securities, and whether and on what terms the Company will have the option to redeem the debt securities rather than pay the additional amounts;
• whether the Company will be obligated to redeem or repurchase the debt securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;
whether the Company may redeem the debt securities at its option and the terms and conditions of any such redemption;
the denominations in which the Company will issue any registered and unregistered debt securities;
the currency or currency units for which debt securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the debt securities will be made by delivery of Common Shares or other property;
whether payments on the debt securities will be payable with reference to any index or formula;
if applicable, the ability of the Company to satisfy all or a portion of any redemption of the debt securities, any payment of any interest on such debt securities or any repayment of the principal owing upon the maturity of such debt securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;
whether the debt securities will be issued as Global Securities (as defined herein) and, if so, the identity of the depositary for the Global Securities;
whether the debt securities will be issued as unregistered securities (with or without coupons), registered securities or both;
the periods within which and the terms and conditions, if any, upon which the Company may redeem the debt securities prior to maturity and the price or prices of which, and the currency or currency units in which, the debt securities are payable;
any events of default or covenants applicable to the debt securities;
any terms under which debt securities may be defeased, whether at or prior to maturity;
whether the holders of any series of debt securities have special rights if specified events occur;
any mandatory or optional redemption or sinking fund or analogous provisions;
the terms, if any, for any conversion or exchange of the debt securities for any other securities;
• rights, if any, on a change of control;
provisions as to modification, amendment or variation of any rights or terms attaching to the debt securities;
the Trustee under the Trust Indenture pursuant to which the debt securities are to be issued;
whether the Company will undertake to list the debt securities of the series on any securities exchange or automated interdealer quotation system; and
any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the debt securities being offered which do not apply generally to other debt securities, or any covenants or events of default generally applicable to the debt securities which do not apply to a particular series of the debt securities.

The Company reserves the right to include in a prospectus supplement specific terms pertaining to the debt securities which are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such debt securities.

Unless stated otherwise in the applicable prospectus supplement, no holder of debt securities will have the right to require the Company to repurchase the debt securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue debt securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the debt securities for a foreign currency or currency unit, and payments on the debt securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the Company may issue debt securities with terms different from those of debt securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of debt securities and issue additional debt securities of such series.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the applicable prospectus supplement. If the debt securities are senior indebtedness, they will rank equally and ratably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable prospectus supplement, and they will rank equally and ratably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a prospectus supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of debt securities will be senior or will be subordinated to the prior payment of our other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any affiliates or associates of the Company and the nature and priority of any security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable prospectus supplement, debt securities of any series may be issued in whole or in part in the form of one or more global securities (a “ Global Security ” or “ Global Securities ”) registered in the name of a designated clearing agency (a “ Depositary ”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a Global Security will, to the extent not described herein, be described in the prospectus supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the debt securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee (“ Participants ”). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the debt securities or by the Company if such debt securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the debt securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the debt securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such debt securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder’s interest in a debt security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for debt securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the debt securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry debt securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying prospectus supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the debt securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this prospectus or in any prospectus supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.

Unless otherwise stated in the applicable prospectus supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any debt securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the debt securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.

In the event that the debt securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on the debt securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable prospectus supplement, payment of interest, if any, will be made to the persons in whose name the debt securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of debt securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable prospectus supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable prospectus supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable prospectus supplement may indicate the places to register a transfer of the debt securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the debt securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

DESCRIPTION OF WARRANTS

General

This section describes the general terms that will apply to any warrants for the purchase of Common Shares (the “ Equity Warrants ”), or for the purchase of debt securities (“ Debt Warrants ”).

We may issue warrants independently or together with other securities, and warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agency agreements to be entered into by us and one or more banks or trust companies acting as warrant agent.

The Company will deliver an undertaking to the securities regulatory authority in each of the provinces of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador that it will not distribute warrants that, according to their terms as described in the applicable prospectus supplement, are “novel” specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces of Canada where the warrants will be distributed.

This summary of some of the provisions of the warrants is not complete. The statements made in this prospectus relating to any warrant agreement and warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. You should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the warrants. A copy of any warrant indenture or warrant agency agreement relating to an offering or warrants will be filed by the Company with the securities regulatory authorities in the applicable Canadian offering jurisdictions after we have entered into it, and will be available electronically on SEDAR+ at www.sedarplus.ca.

The applicable prospectus supplement relating to any warrants that we offer will describe the particular terms of those warrants and include specific terms relating to the offering.

Original purchasers of warrants (if offered separately) will have a contractual right of rescission against us in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

In an offering of warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of each of the provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights, or consult with a legal advisor.

Equity Warrants

The particular terms of each issue of Equity Warrants will be described in the applicable prospectus supplement. This description will include, where applicable:

the designation and aggregate number of Equity Warrants;
the price at which the Equity Warrants will be offered;
the currency or currencies in which the Equity Warrants will be offered;
the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire;
the number of Common Shares that may be purchased upon exercise of each Equity Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Equity Warrant;
the terms of any provisions allowing or providing for adjustments in (a) the number and/or class of shares that may be purchased, (b) the exercise price per share or (c) the expiry of the Equity Warrants;
whether we will issue fractional shares;
whether we have applied to list the Equity Warrants or the underlying shares on a stock exchange;
the designation and terms of any securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each security;
the date or dates, if any, on or after which the Equity Warrants and the related securities will be transferable separately;
whether the Equity Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the Equity Warrants;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Equity Warrants; and
any other material terms or conditions of the Equity Warrants.

Debt Warrants

The particular terms of each issue of Debt Warrants will be described in the related prospectus supplement. This description will include, where applicable:

the designation and aggregate number of Debt Warrants;
the price at which the Debt Warrants will be offered;
the currency or currencies in which the Debt Warrants will be offered;
the designation and terms of any securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each security;
the date or dates, if any, on or after which the Debt Warrants and the related securities will be transferable separately;
the principal amount and designation of debt securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of debt securities may be purchased upon exercise of each Debt Warrant;
the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire;
the minimum or maximum amount of Debt Warrants that may be exercised at any one time;
whether the Debt Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the Debt Warrants;
whether we have applied to list the Debt Warrants or the underlying debt securities on an exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Debt Warrants; and
any other material terms or conditions of the Debt Warrants.

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

DESCRIPTION OF UNITS

Rupert may issue units, which may consist of one or more of Common Shares, warrants or any other security specified in the relevant prospectus supplement. Each unit will be issued so that the holder of the unit is also the holder of each of the securities included in the unit. In addition, the relevant prospectus supplement relating to an offering of units will describe all material terms of any units offered, including, as applicable:

the designation and aggregate number of units being offered;
the price at which the units will be offered;
the designation, number and terms of the securities comprising the units and any agreement governing the units;
the date or dates, if any, on or after which the securities comprising the units will be transferable separately;
whether we will apply to list the units or any of the individual securities comprising the units on any exchange;
material Canadian income tax consequences of owning the units, including, how the purchase price paid for the units will be allocated among the securities comprising the units; and
any other material terms or conditions of the units.

Original purchasers of units which are convertible or exchangeable for other securities of the Company will have a contractual right of rescission against us in respect of the conversion or exchange of such unit. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon conversion or exchange of the unit, the total of the amount paid on original purchase of the unit and the amount paid on conversion or exchange, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase

of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the unit under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

We may issue subscription receipts separately or in combination with one or more other securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the “ Release Conditions ”) and for no additional consideration, Common Shares, warrants, debt securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “ Subscription Receipt Agreement ”), the material terms of which will be described in the applicable prospectus supplement, each to be entered into between the Company and an escrow agent (the “ Escrow Agent ”) that will be named in the relevant prospectus supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any subscription receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of subscription receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific subscription receipts being offered for the complete terms of the subscription receipts. We will file a copy of any Subscription Receipt Agreement relating to an offering of subscription receipts with the applicable securities regulatory authorities in Canada after it has been entered into it.

General

The prospectus supplement and the Subscription Receipt Agreement for any subscription receipts that we may offer will describe the specific terms of the subscription receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

the designation and aggregate number of subscription receipts being offered;
the price at which the subscription receipts will be offered;
the designation, number and terms of the Common Shares, warrants and/or debt securities to be received by the holders of subscription receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;
the Release Conditions that must be met in order for holders of subscription receipts to receive, for no additional consideration, the Common Shares, warrants and/or debt securities;
the procedures for the issuance and delivery of the Common Shares, warrants and/or debt securities to holders of subscription receipts upon satisfaction of the Release Conditions;
whether any payments will be made to holders of subscription receipts upon delivery of the Common Shares, warrants and/or debt securities upon satisfaction of the Release Conditions;
the identity of the Escrow Agent;
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts, together with interest and income earned thereon (collectively, the “ Escrowed Funds ”), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold the Common Shares, warrants and/or debt securities pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
if the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in

payment of all or a portion of their fees or commissions in connection with the sale of the subscription receipts;

procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price of their subscription receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of subscription receipts in the event that this prospectus, the prospectus supplement under which such subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of Rupert to purchase the subscription receipts in the open market by private agreement or otherwise;
whether we will issue the subscription receipts as Global Securities and, if so, the identity of the depository for the Global Securities;
whether we will issue the subscription receipts as unregistered bearer securities, as registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the subscription receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, warrants or other Rupert securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;
whether we will apply to list the subscription receipts on any exchange;
material Canadian federal income tax consequences of owning the subscription receipts; and
any other material terms or conditions of the subscription receipts.

Original purchasers of subscription receipts will have a contractual right of rescission against us in respect of the conversion of the subscription receipts. The contractual right of rescission will entitle such original purchasers to receive the total of the amount paid on original purchase of the subscription receipts and the amount paid upon conversion of the subscription receipts (if any) upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipts under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipts under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of subscription receipts will not be, and will not have the rights of, shareholders of Rupert. Holders of subscription receipts are entitled only to receive Common Shares, warrants and/or debt securities on exchange of their subscription receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the subscription receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the subscription receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of subscription receipts will receive a refund of all or a portion of the subscription price for their subscription receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, warrants and or debt securities may be held in escrow by the Escrow Agent and will be released to the holders

of subscription receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the subscription receipts issued thereunder may be made by way of a resolution of holders of subscription receipts at a meeting of such holders or consent in writing from such holders. The number of holders of subscription receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the subscription receipts without the consent of the holders of the subscription receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.

PRIOR SALES

Each prospectus supplement to this prospectus will summarize the issuances by Rupert of Common Shares and other securities convertible into Common Shares within the 12 months prior to the date of such prospectus supplement.

TRADING PRICE AND VOLUME

Rupert’s outstanding Common Shares are listed and posted for trading on the TSX under the symbol “RUP”. Trading price and volume information for the Company’s securities will be provided as required in each prospectus supplement to this prospectus.

EARNINGS COVERAGE

If we offer debt securities having a term to maturity in excess of one year under this prospectus and any applicable prospectus supplement, the applicable prospectus supplement will include earnings coverage ratios giving effect to the issuance of such securities.

PLAN OF DISTRIBUTION

The Company may sell securities offered by this prospectus for cash or other consideration (i) to or through underwriters, dealers, placement agents or other intermediaries, (ii) directly to one or more purchasers or (iii) in connection with acquisitions of assets or shares or another entity or company. The consideration for an acquisition of assets or shares of another entity or company may consist of any of the securities covered hereby separately, a combination of such securities, or any combination of, among other things, securities, cash or the assumption of liabilities.

Each prospectus supplement with respect to our securities being offered will set forth the terms of such offering, including:

the name or names of any underwriters, dealers or other placement agents;
the number and the purchase price of, and form of consideration for, our securities;
any proceeds to the Company from such sale; and
any commissions, fees, discounts and other items constituting underwriters’, dealers’ or agents’ compensation.

Our securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices, including sales made directly on the TSX or other existing trading markets for the securities. The

prices at which the securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriters to the Company.

Only underwriters named in the prospectus supplement are deemed to be underwriters in connection with our securities offered by that prospectus supplement.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of our securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

In connection with any offering of our securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of our securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

RISK FACTORS

An investment in the Company’s securities involves a high degree of risk and must be considered speculative due to the nature of the Company’s business and present stage of exploration and development of its mineral property. Before making an investment decision, prospective purchasers should carefully consider the risks and uncertainties described below, as well as the other information contained in or incorporated by reference in this prospectus, including the AIF and Interim MD&A. These risks and uncertainties are not the only ones facing us. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any such risks actually occur, our business, financial condition and operating results could be materially harmed, the value of our securities could decline and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Information.”

Prospective purchasers of the Company’s securities offered hereby should carefully consider the risk factors set out below, as well as the information included or incorporated by reference in this prospectus before making an investment decision to purchase the Company’s securities. See “Documents Incorporated by Reference”.

Risks and Other Considerations Related to an Offering

Need for Future Financing

The Common Shares are Subject to Market Price Volatility

The market price of the Common Shares may be adversely affected by a variety of factors relating to Rupert’s business, including fluctuations in the Company’s operating and financial results, the results of any public announcements made by Rupert or its joint venture partners and the failure to meet analysts’ expectations.

The market price of securities of Rupert has experienced wide fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of Rupert. Securities of microcap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Common Shares is also likely to be significantly affected by short-term changes in gold or other mineral prices. Other factors unrelated to the Company’s performance that may have an effect on the price of the Common Shares include the following: (i) the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Common Shares; (ii) lessening in trading volume and general market interest in the Common Shares may affect an investor’s ability to trade significant numbers of Common Shares; (iii) the size of the Company’s public float may limit the ability of some institutions to invest in the Common Shares; and (iv) a substantial decline in the price the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from the TSX or from any other exchange upon which the Common Shares may trade from time to time, further reducing market liquidity.

As a result of any of these factors, the market prices of the Company’s Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Loss of Entire Investment

There is no guarantee that an investment in the Company’s securities will earn any positive return in the short term or long term. An investment in the Company’s securities is highly speculative and involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Company’s securities is appropriate only for investors who have the capacity to absorb a loss of their entire investment.

Discretion in the Use of Proceeds

Rupert intends to allocate the net proceeds from the sale of its securities as described above under the heading “ Use of Proceeds ” in this prospectus, which will be supplemented by each prospectus supplement to this prospectus. However, management of the Company will have discretion concerning the use of the net proceeds from any such offering. As a result, an investor will be relying on the judgment of management for the applicable of the net proceeds from any such offering. Management may use the net proceeds of any such offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of net proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results may suffer.

Potential Dilution

Our articles of incorporation allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board, in many cases, without the approval of the shareholders.

Except as described under the heading “ Plan of Distribution ”, we may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or warrants.

We may also issue Common Shares to finance future acquisitions and other projects. We cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for our Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and we may experience dilution in our earnings per Common Share.

Active Liquid Market for the Common Shares

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSX. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

Sales by Existing Shareholders Can Reduce Share Prices

Sales of a substantial number of Common Shares in the public market could occur at any time. The sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of Common Shares. If this occurs and continues, it could impair the Company’s ability to raise additional capital through the sale of securities.

Negative Operating Cash Flow

Absence of a Public Market for Certain Securities

There is no public market for the warrants, subscription receipts, units, or debt securities contemplated by this prospectus and, unless otherwise specified in the applicable prospectus supplement, the Company does not intend to apply for listing of the warrants, subscription receipts, units, or debt securities on any securities exchanges. If the warrants, subscription receipts, units, or debt securities are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for the warrants, subscription receipts, units, or debt securities, or that a trading market for these securities will develop at all.

Unsecured Debt Securities

The Company carries on its business through corporate subsidiaries, and the majority of its assets are held in corporate subsidiaries. The Company’s results of operations and ability to service indebtedness, including the debt securities, are dependent upon the results of operations of these subsidiaries and the payment of funds by these subsidiaries to the Company in the form of loans, dividends or otherwise. Unless otherwise indicated in the applicable prospectus supplement, the Company’s subsidiaries will not have an obligation to pay amounts due pursuant to any debt securities or to make any funds available for payment on debt securities, whether by dividends, interest, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to the Company by its subsidiaries may be subject to statutory or contractual restrictions. Unless otherwise indicated in the applicable prospectus supplement, the indenture governing the Company’s debt securities is not expected to limit the Company’s ability or the ability of its subsidiaries to incur indebtedness. Unless otherwise indicated in the applicable prospectus supplement, such indebtedness of the Company’s subsidiaries would be structurally senior to the debt securities. As such, in the event of the liquidation of any subsidiary, the assets of the subsidiary would be used first to

repay the obligations of the subsidiary, including indebtedness and trade payables, prior to being used by the Company to pay its indebtedness, including any debt securities. See “Description of Debt Securities” .

Effect of Changes in Interest Rates on Debt Securities

Prevailing interest rates will affect the market price or value of any debt securities. The market price or value of any debt securities may increase or decline as prevailing interest rates for comparable debt instruments rise or decline.

Effect of Fluctuation in Foreign Currency Markets on Debt Securities

Debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

Risks and Other Considerations Related to the Company

Prospective purchasers should carefully consider the risks in the documents incorporated by reference into this prospectus, including in the AIF under “Risk Factors” . If any of such or other risks occur, the Company’s business, prospects, financial condition, financial performance and cash flows could be materially adversely impacted. In that case, the applicable securities could decline in value and purchasers could lose all or part of their investment. There is no assurance that any risk management steps taken by the Company will avoid future loss due to the occurrence of such risks or other unforeseen risks.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Except as disclosed below, as of the date of this prospectus, no director or executive officer of the Company is, or was within ten years before the date of this prospectus, a director, chief executive officer or financial officer of any company (including the Company) that, (i) was subject to a cease trade order or similar order or an order that denied the company access to any exemptions under securities legislation (an “ order ”) that was in effect for a period for more than 30 consecutive days; or (ii) was subject to an order that resulted, after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, in the company being subject to an order, for a period of more than 30 consecutive days, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of the company.

Except as disclosed below, no director or executive officer of the Company, or securityholder holding a sufficient number of securities to affect materially the control of the Company, (i) is, as of the date of this prospectus, or has been within ten years before the date of this prospectus, a director or executive officer of any company (including the Company) that, while the person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten years prior to the date of this prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or securityholder.

No director or executive officer of the Company, or a securityholder holding a sufficient number of securities to affect materially the control of the Company, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

From February 19, 2024 to May 16, 2024, Graham Crew, Chief Executive Officer of the Company, served as interim Chief Operating Officer of Horizonte Minerals plc (“ Horizonte ”) through a secondment arrangement between Mr. Crew’s former employer, La Mancha Resource Capital LLP (“ La Mancha ”), and Horizonte. An affiliate of La

Mancha was a major shareholder of Horizonte and Mr. Crew’s secondment from La Mancha to Horizonte was in response to financial difficulties being faced by Horizonte at such time. Horizonte was ultimately unable to secure full financing necessary to complete its 100% owned Araguaia Nickel Project and was placed into administration on May 16, 2024.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The Company’s transfer agent and registrar is Computershare Investor Services Inc. (Canada), located at 100 University Avenue, 9[th] Floor, Toronto, Ontario, Canada, M5J 2Y1.

LEGAL MATTERS

Certain legal matters of Canadian law in connection with any offering of securities pursuant to this prospectus and any prospectus supplement may be passed upon on behalf of the Company by Blake, Cassels & Graydon LLP and on behalf of any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents, as the case may be.

INTERESTS OF EXPERTS

Brian Thomas, P.Geo. of WSP Canada Inc., Isabelle Larouche, P. Eng. of WSP Canada Inc., and Gareth Digges La Touche, CGeol, EurGeol of WSP UK Limited, each of whom qualify as an independent qualified person under NI 43101, prepared the Updated Ikkari MRE entitled “ Updated Mineral Resource Estimate for the Ikkari Project – Finland ” with an effective date of December 12, 2023.

The aforementioned persons have not held any registered or beneficial interest, direct or indirect in any securities or other property of the Company or one of its associates or affiliates when the Updated Ikkari MRE was prepared and no securities or other property of the Company or one of its associates or affiliates were subsequently received by such experts.

Certain scientific and technical information contained in this prospectus, including the documents incorporated by reference, has been reviewed and approved by Craig Hartshorne, a Chartered Geologist at the Geological Society of London, and, as of the date of this Prospectus, an employee of the Company, and a qualified person as defined under NI 43-101. As of the date of this prospectus, Craig Hartshorne held nil Common Shares and 67,179 stock options to acquire Common Shares of the Company.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of: (i) the date that the issuer (a) filed the final prospectus (which includes a prospectus supplement) or any amendment thereto on SEDAR+ and a receipt is issued and posted for the document, and (b) issued and filed a news release on SEDAR+ announcing the document is accessible through SEDAR+, and (ii) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement or any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, or other convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages under Canadian securities laws for a misrepresentation contained in the prospectus, a prospectus supplement, or any amendment thereto is limited, in certain provincial securities legislation, to the price at which the warrants, or other convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

CERTIFICATE OF THE COMPANY

Dated: December 16, 2024

This short form base shelf prospectus, together with the documents incorporated by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador.

(signed) “Graham Crew” (signed) “Jeffrey Karoly” Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors:

(signed) “Gunnar Nilsson” (signed) “William Washington” Director Director

C-1

AI assistant

Rupert Resources Ltd. — Capital/Financing Update 2025

43496_rns_2025-03-20_27f1f15d-58ee-47cb-bc33-ec61cbc0dbb2.pdf

New Issue

PROSPECTUS SUPPLEMENT TO THE SHORT FORM BASE SHELF PROSPECTUS DATED DECEMBER 16, 2024

RUPERT RESOURCES LTD.

C$45,000,000

10,000,000 Common Shares

Price: C$4.50 per Offered Share

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

MARKETING MATERIALS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Activity or Nature of Expenditure

Business Objectives and Milestones

1) Exploration and Permitting Activities

2) Technical Studies on the Company’s Properties in Finland

3) Environmental Studies on the Company’s Properties in Finland and Reporting

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Currency Conversion

Holders Resident in Canada

Dividends

Dispositions of Offered Shares

Capital Gains and Capital Losses

Minimum Tax

Additional Refundable Tax

Holders Not Residents of Canada

Dividends

Dispositions of Offered Shares

Non-Resident Holders whose Offered Shares may constitute taxable Canadian property should consult their own advisors regarding the tax and compliance considerations that may be relevant to them.

ELIGIBILITY FOR INVESTMENT

DESCRIPTION OF SECURITIES BEING OFFERED

PRIOR SALES

Issuance Summary of Shares

Issuance Summary of Securities Convertible into Shares

TRADING PRICE AND VOLUME

PLAN OF DISTRIBUTION

Concurrent Private Placement and Participation Right

RISK FACTORS

Risks and Other Considerations Related to this Offering

Need for Future Financing

The Shares are Subject to Market Price Volatility

Loss of Entire Investment

Discretion in the Use of Proceeds

Potential Dilution

Active Liquid Market for the Shares

Negative Operating Cash Flow

AUDITOR, TRANSFER AGENT AND REGISTRAR

LEGAL MATTERS

INTERESTS OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

Dated: March 20, 2025

CERTIFICATE OF THE UNDERWRITERS

CORMARK SECURITIES INC.

BMO NESBITT BURNS INC.

SCOTIA CAPITAL INC.

CANACCORD GENUITY CORP.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

RUPERT RESOURCES LTD.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

PRESENTATION OF FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

DESCRIPTION OF SHARE CAPITAL

DESCRIPTION OF DEBT SECURITIES

Rupert Resources Ltd. Capital/Financing Update 2025