Rupert Resources Ltd. — Interim / Quarterly Report 2021

Oct 20, 2021

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RUPERT RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED

AUGUST 31, 2021

(EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED)

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited condensed interim consolidated financial statements of Rupert Resources Ltd. (the "Company") are the responsibility of management and the Board of Directors.

The unaudited condensed interim consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the unaudited condensed interim consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the unaudited condensed interim consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the unaudited condensed interim consolidated financial statements; and (ii) the unaudited condensed interim consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the years presented by the unaudited condensed interim consolidated financial statements.

The Board of Directors is responsible for reviewing and approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

NOTICE TO READER

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.

Rupert Resources Ltd.

Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)

		August 31,		February 28,
As at		2021		2021
ASSETS
Current assets
Cash and cash equivalents (note 3)	$	55,213,906	$	21,724,305
Marketable securities (notes 4 and 8)		370,000		665,000
Prepaids and sundryreceivables(note 5)		123,924		585,971
		55,707,830		22,975,276
Non-current assets
Restricted cash (note 6)		1,344,661		1,378,394
Buildings and equipment (note 7)		3,229,343		3,144,317
Exploration and evaluation assets(note 8)		57,087,708		47,460,493
	**$ **	117,369,542	$	74,958,480
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Amountspayable and accrued liabilities(notes 9 and 14)	$	2,654,851	$	3,499,898
		2,654,851		3,499,898
Non-current liabilities
Asset retirement obligation(note 10)		3,433,184		3,534,987
		6,088,035		7,034,885
Shareholders' Equity
Share capital (note 11)		153,921,946		106,607,122
Contributed surplus (note 11)		8,320,988		7,304,431
Warrants (note 11)		3,086,786		3,086,786
Cumulative translation adjustment		(520,891)		728,958
Equity portion of convertible debentures		75,700		75,700
Deficit		(53,603,022)		(49,879,402)
		111,281,507		67,923,595
Total liabilities and shareholders' equity	**$ **	117,369,542	$	74,958,480
Nature of Operations(note 1)
Commitments and Contingencies(note 16)
Subsequent Events(note 17)

Approved on behalf of the Board:

(Signed) " Gunnar Nilsson " Director (Signed) " James Withall " Director

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

• 1 -

Rupert Resources Ltd.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)

		Three Months Ended	Three Months Ended	Three Months Ended		Six Months	Six Months	Ended
		August		31,		August		31,
		2021		2020		2021		2020
Operating expenses
General and administrative expenses (note 12)	$	1,085,702	$	800,845	$	2,077,725	$	1,442,755
Share-basedpayments(note 11)		772,872		317,880		1,356,557		736,280
Loss before other items		(1,858,574)		(1,118,725)		(3,434,282)		(2,179,035)
Depreciation (note 7)		-		(6)		-		(13)
Unrealized loss on marketable securities (note 4)		(190,000)		-		(295,000)		-
Accretion and interest expense (note 10)		-		(2,577)		-		(2,577)
Other income		2,498		8,016		5,662		8,789
Net (loss) for the period		(2,046,076)		(1,113,292)		(3,723,620)		(2,172,836)
Other comprehensive (loss) gain
Item that will be reclassified subsequently to income
Exchange differences on translating foreign
operations		551,673		982,596		(1,249,849)		2,026,280
Net(loss) and comprehensive(loss) for theperiod	**$ **	(1,494,403)	$	(130,696)	**$ **	(4,973,469)	$	(146,556)
Basic and diluted net(loss) per share(note 13)	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.01)
Weighted average number of common shares
outstanding - basic and diluted(note 13)	174,429,578		159,261,860		169,807,975		157,335,572

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

• 2 -

Rupert Resources Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian Dollars) (Unaudited)

Six Months Ended August 31,	2021	2020
Operating activities
Net loss for the period	$ (3,723,620)	$ (2,172,836)
Adjustments for:
Share-based payments - vesting of Black-Scholes value of options granted	1,356,557	736,280
Unrealized loss on marketable securities	295,000	-
Depreciation	-	13
Exchange differences on translating foreign operations	37,926	447,999
Accretion expense	-	2,577
Changes in non-cash working capital items:
Prepaids and sundry receivables	462,047	180,636
Amountspayable and accrued liabilities	(845,047)	10,813
	(2,417,137)	(794,518)
Financing activities
Proceeds from exercise of options	380,000	610,650
Proceeds from private placement and prospectus offering	48,654,000	25,600,000
Share issuance costs	(2,059,176)	(1,396,658)
	46,974,824	24,813,992
Investing activities
Expenditure on exploration and evaluation assets	(10,892,509)	(5,750,665)
Purchase of buildings and equipment	(175,577)	(140,357)
	(11,068,086)	(5,891,022)
Net change in cash	33,489,601	18,128,452
Cash, beginning ofperiod	21,724,305	14,313,403
Cash, end ofperiod	$ 55,213,906	$ 32,441,855

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

• 3 -

Rupert Resources Ltd. Condensed Consolidated Interim Statements of Changes in Capital (Expressed in Canadian Dollars) (Unaudited)

				Cumulative
		Share		Translation	Contributed					Convertible
		Capital		Adjustment		Surplus		Warrants		Debentures	Deficit	Total
Balance, February 28, 2021	$106,607,122		$	728,958	$	7,304,431	$	3,086,786	$	75,700	$ (49,879,402) $ 67,923,595
Private placement and prospectus offering
(note 11)		46,594,824		-		-		-		-	-	46,594,824
Stock options exercised		720,000		-		(340,000)		-		-	-	380,000
Share-based payments (notes 11 and 14)		-		-		1,356,557		-		-	-	1,356,557
Net loss and comprehensive loss for the
period		-		(1,249,849)		-		-		-	(3,723,620)	(4,973,469)
Balance, August 31, 2021	$153,921,946		$	**(520,891) **	$	8,320,988	$	3,086,786	$	75,700	$ (53,603,022) $111,281,507
Balance, February 29, 2020	**$ **	80,328,629	$	**(221,811) **	$	6,322,098	$	3,086,786	$	75,700	$ (41,585,306) $ 48,006,096
Private placement and prospectus offering
(note 11)		24,203,341		-		-		-		-	-	24,203,341
Stock options exercised		1,162,326		-		(551,676)		-		-	-	610,650
Share-based payments (notes 11 and 14)		-		-		736,280		-		-	-	736,280
Net loss and comprehensive gain for the
period		-		2,026,280		-		-		-	(2,172,836)	(146,556)
Balance, August 31, 2020	$105,694,296		$	1,804,469	$	6,506,702	$	3,086,786	$	75,700	$ (43,758,142) $ 73,409,811

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

• 4 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

1. Nature of Operations

Rupert Resources Ltd. (the “Company” or "Rupert") is a company incorporated under the laws of the Province of British Columbia. The Company is currently seeking out viable mineral exploration and evaluation opportunities and its primary projects located in Finland. The business of exploring for minerals involves a high degree of risk and there can be no assurance that planned exploration programs will result in profitable mining operations. The Company’s primary office is The Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1.

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods. The Company is monitoring the business environment as a result to ensure minimal disruption to business operations. The Company continues to be in operations as of the current date.

The Company’s outstanding common shares trade on the TSX Venture Exchange under the symbol RUP. As at August 31, 2021, an investor of the Company, Alan Brimacombe, controlled 18,174,300 common shares of the Company or approximately 10.4% of the total common shares outstanding. To the knowledge of directors and officers of Rupert, the remainder of the Company’s outstanding common shares are widely held. These holdings can change at any time at the discretion of the owner.

2. Significant Accounting Policies

(a) Statement of Compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of October 19, 2021, the date on which the Board of Directors approved the unaudited condensed interim consolidated financial statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended February 28, 2021, except as noted below. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending February 28, 2022 could result in restatement of these unaudited condensed interim consolidated financial statements.

(b) New Accounting Policies Adopted

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after March 1, 2021. Many are not applicable or do not have a significant impact to the Company and have been excluded.

(c) Future Accounting Pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after March 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded.

• 5 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

3. Cash and Cash Equivalents

		As at	As at
		August 31,	February 28,
		2021	2021
Cash	**$ **	55,113,906	$ 21,624,305
Guaranteed investment certificates("GIC's")		100,000	100,000
Total	**$ **	55,213,906	$ 21,724,305

The GIC's earn interest at 0.1%, mature one year from the date of purchase and provide security for the Company's credit cards.

4. Marketable Securities

				As at		As at
				August 31,	February 28,
				2021		2021
Trillium Gold Mines Ltd -	500,000	common shares	$	370,000	$	665,000

5. Prepaids and Sundry Receivables

		As at		As at
		August 31,	February 28,
		2021		2021
Prepaid expenses and sundry receivables	$	66,571	$	249,587
Other receivable		(386)		-
Sales tax receivable		57,739		336,384
	$	123,924	$	585,971

6. Restricted Cash

In connection with the acquisition of the Pahtavaara Gold Mine, the Company purchased environmental bonds of EURO 888,000 for the sole purpose of settling the future restoration obligations of the Pahtavaara Gold Mine (note 10). The bonds are not interest-bearing and have no maturity date. This cash is not available for general corporate purposes.

With the acquisition of Northern Aspect Resources Ltd. the Company also acquired a EURO 17,500 deposit for the sole purpose of settling the future restoration obligations of the Hirsikangas Gold Project. The deposit are not interestbearing and have no maturity date. This cash is not available for general corporate purposes.

• 6 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

7. Buildings and Equipment

			Equipment
			and				Office
	Computers		Machinery	Buildings	Vehicles	Furniture		Total
Period ended August 31, 2020
At February 29, 2020	$	6,084	$1,628,678	$ 947,239 $ 128,319		$	3,042	$2,713,362
Additions		-	68,455	-	28,377		-	96,832
Foreign exchange differences		328	89,012	51,769	7,003		166	148,278
Depreciation		(13)	-	-	-		-	(13)
At August 31,2020	$	6,399	$1,786,145	$ 999,008 $ 163,699		$	3,208	$2,958,459
At August 31, 2020
Cost	$	7,582	$1,786,145	$ 999,008 $ 181,847		$	3,208	$2,977,790
Accumulated depreciation		(1,183)	-	-	(18,148)		-	(19,331)
Net book value at August 31,2020	$	6,399	$1,786,145	$ 999,008 $ 163,699		$	3,208	$2,958,459
Period ended August 31, 2021
At February 28, 2021	$	6,231	$2,002,070	$ 984,574 $ 148,280		$	3,162	$3,144,317
Additions (net)		-	175,577	-	-		-	175,577
Foreign exchange differences		(179)	(57,657)	(28,354)	(4,270)		(91)	(90,551)
At August 31, 2021	$	**6,052 **	**$2,119,990 **	**$ 956,220 $ 144,010 **		$	**3,071 **	$3,229,343
At August 31, 2021
Cost	$	7,310	$2,119,990	$ 956,220 $ 175,295		$	3,071	$3,261,886
Accumulated depreciation		(1,258)	-	-	(31,285)		-	(32,543)
Net book value at August 31, 2021	$	**6,052 **	**$2,119,990 **	**$ 956,220 $ 144,010 **		$	**3,071 **	$3,229,343

Depreciation has not been charged on buildings and equipment as they have been determined by management not to be available for use.

At August 31, 2021 and August 31, 2020, management assessed the assets classified as not available for use for impairment. No impairment losses were noted for both periods.

• 7 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

8. Exploration and Evaluation Assets

The Company's exploration and evaluation assets consist of the following:

	Osikonmaki	Osikonmaki	Hirsikangas	Hirsikangas	Gold Centre	Gold Centre		Rupert	Total
		Property		Property		Property		Lapland
							Project Area
Balance, February 28, 2021	$	-	$	**3,710,725 **	$	-	$	**43,749,768 $ **	47,460,493
Acquisition Costs
Property taxes		-		-		-		13,902	13,902
Licenses andpermits		-		288,287		-		882,755	1,171,042
	$	-	$	3,999,012	$	-	$	44,646,425 $	48,645,437
Exploration and Evaluation Costs
Assays	$	-	$	-	$	-	$	2,108,221 $	2,108,221
Geological consulting		-		-		-		200,353	200,353
Consulting		-		-		-		138,915	138,915
Geophysics		-		100,189		-		59,215	159,404
Drilling		-		207,254		-		5,259,089	5,466,343
Equipment rental		-		-		-		12,029	12,029
Transportation		-		-		-		97,410	97,410
Fuel		-		-		-		11,497	11,497
Travel		-		-		-		7,950	7,950
Utilities		-		-		-		89,491	89,491
Salaries		-		46,031		-		1,316,754	1,362,785
Environmental		-		-		-		53,167	53,167
Foreign exchange differences		-		(106,654)		-		(1,158,640)	(1,265,294)
Balance, August 31, 2021	$	-	$	**4,245,832 **	$	-	$	**52,841,876 $ **	57,087,708

• 8 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

8. Exploration and Evaluation Assets (continued)

	Osikonmaki	Osikonmaki	Hirsikangas	Hirsikangas	Gold Centre	Gold Centre		Rupert	Total
		Property		Property		Property		Lapland
							Project Area
Balance, February 29, 2020	$	2,995,551	$	2,982,245	$	200,660	$	26,694,842 $	32,873,298
Acquisition Costs
Property taxes		-		-		-		14,644	14,644
Licenses andpermits		-		264,152		-		103,087	367,239
	$	2,995,551	$	3,246,397	$	200,660	$	26,812,573 $	33,255,181
Exploration and Evaluation Costs
Assays	$	-	$	-	$	-	$	1,156,929 $	1,156,929
Geological consulting		-		-		-		117,498	117,498
Consulting		-		-		-		122,378	122,378
Geophysics		-		80,409		-		117,403	197,812
Drilling		-		58,375		-		2,444,353	2,502,728
Equipment rental		-		-		-		9,266	9,266
Transportation		-		-		-		43,152	43,152
Travel		-		-		-		6,974	6,974
Asset retirement obligation increase		-		-		-		2,217,488	2,217,488
Utilities		-		-		-		120,343	120,343
Salaries		-		-		-		1,005,519	1,005,519
Foreign exchange difference		51,659		156,384		-		1,336,770	1,544,813
Balance,August 31,2020	$	3,047,210	$	3,541,565	$	200,660	$	35,510,646 $	42,300,081

Pahtavaara Gold Mine

On August 30, 2016, the Company exercised the option with the bankruptcy estate of Lappland Goldminers Oy to acquire the Pahtavaara gold mine, mill and exploration permits and concessions that represented a 124km[2] land package in Finland in the Central Lapland Greenstone Belt (the "Pahtavaara Gold Mine"). The Pahtavaara Gold Mine is included within Rupert Lapland Project Area. The purchase price for the acquisition was US$2,500,000, structured as a US$500,000 cash payment which was made upon the completion of the acquisition in November 2016 and a 1.5% production royalty, capped at US$2,000,000, payable on go-forward revenues generated when gold production resumes. The production royalty, which is considered contingent consideration, was valued at $nil on the date of acquisition and as at August 31, 2021 and August 31, 2020.

Northern Aspect Resources Ltd ("NARL")

On May 15, 2018, the Company acquired all the issued and outstanding securities of NARL through the issue of 4,913,466 consideration shares of the Company. The Osikonmaki and Hirsikangas mineral properties were acquired as part of the NARL transaction. These properties were in the exploration and evaluation stages at acquisition.

Further to a strategic review during the year ended February 28, 2021, and an increased focus on Pahtavaara, the Company elected to withdraw from the Osikonmaki project and during the year ended February 28, 2021 the value was written off.

• 9 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

8. Exploration and Evaluation Assets (continued)

Gold Centre Property

During the year ended February 28, 2021, the Company entered into an arm’s length, definitive agreement to joint venture the Company’s Gold Centre property in Red Lake, Ontario with Trillium Gold Mines Ltd (“Trillium” or “TGM”).

Rupert and Trillium have formed an unincorporated joint venture with respect to the Gold Centre property. Trillium has an 80% participating interest (a “Participating Interest”) in the joint venture and Rupert has a 20% carried Participating Interest. In order to maintain its 80% Participating interest, Trillium are required to spend $2,000,000 per annum in each of the first five years and $500,000 in each subsequent year. Further, Trillium issued to Rupert 500,000 common shares upon the start date of the joint venture (note 4) and in order to maintain its Participating Interest, will issue 500,000 common shares on each anniversary thereof for the subsequent three years, for a total of 2,000,000 common shares.

The 500,000 shares issued were valued at $740,000 at the time of issue and were offset against the exploration and evaluation asset with the balance being recorded as a gain on the disposal of asset in the consolidated statement of loss for the year ended February 28, 2021.

9. Amounts Payable and Accrued Liabilities

9. Amounts Payable and Accrued Liabilities
		As at		As at
		August 31,		February 28,
		2021		2021
Trade payables	$	2,351,893	$	1,944,216
Accrued liabilities		302,958		1,555,682
	$	2,654,851	$	3,499,898

10. Asset retirement obligation

Balance, February 28, 2021	$	3,534,987
Foreign exchange adjustment		(101,803)
Balance, August 31, 2021	$	3,433,184
Balance, February 29, 2020	$	1,189,124
Foreign exchange adjustment		46,137
Add: increase in restoration provision		2,185,449
Present value adjustment		114,277
Balance,February28,2021	$	3,534,987

In August 2016, as part of the acquisition of the Pahtavaara Gold Mine, the Company recognized obligations for future site restoration. Although the ultimate amount of the future site restoration is uncertain, the fair value of the obligation was based on information currently available, including disturbances made to date, closure plans and applicable regulations. The amounts and timing of the closure plans will vary depending on a number of factors including alternative mine plans.

These obligations are expected to be settled at the end of the mine life which is estimated to be 11 years. The asset retirement obligation was discounted at a rate of 0.14% per annum.

Refer to note 6 for assets pledged and restricted for the purposes of settling future site restoration obligations.

• 10 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

11. Share Capital and Reserves

Authorized Share Capital

The authorized share capital of the Company is an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. All issued shares, consisting only of common shares are fully paid.

Issued Share Capital

As at August 31, 2021, the issued share capital amounted to $153,921,946.

	Number of
	Common Shares	Amount
Balance, February 28, 2021	165,285,761	$106,607,122
Private placement and prospectus offering(1)	9,180,000	48,654,000
Share issue costs(1)	-	(2,059,176)
Stock options exercised	500,000	720,000
Balance, August 31, 2021	174,965,761	$153,921,946
Balance, February 29, 2020	155,470,761	$ 80,328,629
Private placement and prospectus offering(2)	8,000,000	25,600,000
Share issue costs(2)	-	(1,396,659)
Stock options exercised	950,000	1,162,326
Balance,August 31,2020	164,420,761	$105,694,296

• (1) On June 4, 2021, the Company announced that it had closed equity financings, raising in total $48,654,000 before expenses. The financings comprised two components: a bought deal equity offering (the “Public Offering”); and a private placement (the “Private Placement”) with existing shareholders, including Agnico Eagle Mines Limited. The Public Offering comprised an issuance of 5,658,000 common shares in the capital of the Company (the “Common Shares”) at a price of $5.30 per Common Share (the “Offering Price”) for gross proceeds of approximately $29,987,400, which included the exercise, in full, of the underwriter’s Over-Allotment option of an additional 738,000 Common Shares. The Company also issued 3,522,000 Common Shares at the Offering Price in a concurrent Private Placement on substantially the same terms as the Public Offering (for gross proceeds of $18,666,600), which included 442,000 Common Shares pursuant to the Over-Allotment option granted to the participants in the Private Placement.

The Company has agreed to pay cash finder’s fees in respect of certain sales of $1,649,307. In connection with the offering, legal fees and other expenses of $409,869 were paid.

• (2) On July 23, 2020, the Company announced that it had closed the July 2020 Financing's, raising in total $25,600,000 before expenses. The July 2020 Financing's comprised an issuance pursuant to the Public Offering of 5,295,999 common shares in the capital of the Company (the “Common Shares”) at a price of $3.20 per Common Share (the “Offering Price”) for gross proceeds of approximately $16,947,197, which included the exercise, in full, of the underwriter’s Over-Allotment option of an additional 690,782 Common Shares. The company also issued 2,704,001 Common Shares at the Offering Price in a concurrent Private Placement on substantially the same terms as the Public Offering (for gross proceeds of $8,652,803), which included 352,697 Common Shares pursuant to the Over-Allotment option granted to the participants in Private Placement.

The Company has agreed to pay cash finder’s fees in respect of certain sales of $1,016,832. In connection with the offering, legal fees and other expenses of $379,827 were paid.

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Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

11. Share Capital and Reserves (continued)

Stock Options

The Company has an incentive stock option plan in place under which it is authorized to grant options to directors and employees to acquire up to 10% of the Company’s issued and outstanding common shares. Under the plan, the exercise price of each option may not be less than the market price of the Company’s stock as calculated on the date of grant less the applicable discount. The options can be granted for a maximum term of 10 years and vesting periods are determined by the Board of Directors.

The following table reflects the continuity of stock options for the six months ended August 31, 2021 and August 31, 2020:

	Number of	Weighted Average
	Stock Options	Exercise Price($)
Balance, February 28, 2021	10,465,000	1.25
Granted(1)	709,000	5.00
Exercised	(500,000)	0.68
Balance, August 31, 2021	10,674,000	1.52
Balance, February 29, 2020 and August 31, 2020	10,460,000	0.78
Cancelled	(40,000)	0.87
Granted(2)	1,885,000	3.20
Exercised	(950,000)	0.64
Balance,August 31,2020	11,355,000	1.20

• (1) On June 30, 2021, the Company granted 709,000 stock options at a price of $5.00 per share to certain directors, officers, employees and consultants of the Company, expiring on June 29, 2026. The fair value of these options at the date of grant was estimated using the Black-Scholes option pricing model with the following assumptions: a five year expected average life; share price of $5.02; 84.74% expected volatility; risk-free interest rate of 0.97%; and an expected dividend yield of 0%. Volatility is calculated based on the changes in historical stock prices over the expected life of the options. The fair value assigned to these options was $2,368,698. The options vest 1/3 on each of June 29, 2022, June 29, 2023 and June 29, 2024.

• (2) On August 10, 2020, the Company granted 1,885,000 stock options at a price of $3.20 per share, expiring on August 9, 2024. The fair value of these options at the date of grant was estimated using the Black-Scholes option pricing model with the following assumptions: a four year expected average life; share price of $2.90; 67.12% expected volatility; risk-free interest rate of 0.27%; and an expected dividend yield of 0%. Volatility is calculated based on the changes in historical stock prices over the expected life of the options. The fair value assigned to these options was $2,602,054. The options vest 50% on each of August 9, 2021 and August 9, 2022.

For the three and six months ended August 31, 2021, the impact of share-based compensation on the profit and loss was $772,872 and $1,356,557, respectively (three and six months ended August 31, 2020 - $317,880 and $736,280, respectively).

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Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

11. Share Capital and Reserves (continued)

Stock Options (continued)

The following table reflects the actual stock options issued and outstanding as of August 31, 2021:

				Number of
		Remaining	Number of	Options	Number of
	Exercise	Contractual	Options	Vested	Options
Expiry Date	Price($)	Life(years)	Outstanding	(exercisable)	Unvested
March 24, 2021(3)	0.175	0.00	1,080,000	1,080,000	-
June 10, 2021(3)	0.56	0.00	500,000	500,000	-
November 9, 2021	0.76	0.19	200,000	200,000	-
April 18, 2022	1.01	0.63	2,000,000	2,000,000	-
July 31, 2023	1.00	1.92	2,120,000	2,120,000	-
August 9, 2024	3.20	2.95	1,885,000	942,500	942,500
August 21, 2024	0.87	2.98	2,180,000	2,180,000	-
June 29,2026	5.00	4.83	709,000	-	709,000
	1.52	1.95	10,674,000	9,022,500	1,651,500

(3) Under the terms of the Company’s Stock Option Plan, if the option expiry date falls within a black-out period, the expiry date will automatically be extended to the date which is the tenth business day after the end of black-out period. The options scheduled to expire on March 24, 2021 and June 10, 2021, have not yet expired as at August 31, 2021 because there has been a black-out period in effect for the Company.

Warrants

The following table reflects the continuity of warrants for the six months ended August 31, 2021 and August 31, 2020:

	Number of	Weighted Average
	Warrants	Exercise Price($)
Balance, February 28, 2021 and August 31, 2021	11,543,704	1.00
Balance,February29,2020 and August 31,2020	11,543,704	1.00

The following table reflects the actual warrants issued and outstanding as of August 31, 2021:

		Remaining	Number of
	Exercise	Contractual	Warrants
Expiry Date	Price($)	Life(years)	Outstanding
February11,2023(4)	1.00	1.45	11,543,704

• (4) The warrants provide that after February 11, 2022, if the price of the Common Shares on the TSX Venture Exchange exceeds $1.25 per Common Share for at least 20 consecutive trading days, Rupert shall have the right to accelerate, by notice to Agnico, the expiry date of the warrants to 30 calendar days after the date of such notice (such that Agnico may either exercise all or a portion of the warrants in such 30 day period, or failing such exercise, any unexercised warrants would expire).

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Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

12. General and Administrative Expenses

		Three Months Ended	Three Months Ended	Three Months Ended		Six Months	Ended
		August 31,				August	31,
		2021		2020		2021	2020
Consulting	$	69,209	$	33,484	$	108,717 $	36,934
Overheads, maintenance and other costs		167,833		258,193		530,785	427,032
Professional fees		287,811		171,765		449,549	287,899
Investigation of prospective property interests		22,459		-		22,543	493
Regulatory fees		4,741		2,123		36,347	2,498
Salaries and benefits (note 14)		371,765		220,910		632,601	444,539
Travel and vehicle operating costs		28,683		34,561		67,520	106,031
Shareholder communications		104,307		75,982		192,870	118,073
Transfer agent		28,894		3,827		36,793	19,256
	$	1,085,702	$	800,845	$	2,077,725 $	1,442,755

13. Net Loss Per Common Share

The calculation of basic and diluted loss per share for the three and six months ended August 31, 2021 was based on the loss attributable to common shareholders of $2,046,076 and $3,723,620, respectively (three and six months ended August 31, 2020 - $1,113,292 and $2,172,836, respectively) and the weighted average number of basic common shares outstanding of 174,429,578 and 169,807,975, respectively for the three and six months ended August 31, 2021 (three and six months ended August 31, 2020 - 159,261,860 and 157,335,572, respectively). Diluted loss per share did not include the effect of 22,217,704 stock options and warrants (three and six months ended August 31, 2020 - 22,898,704 stock options and warrants) as they are anti-dilutive.

14. Related Party Transactions

Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Remuneration of directors and key management personnel of the Company was as follows:

		Three Months Ended	Three Months Ended	Three Months Ended		Six Months Ended	Six Months Ended
		August 31,				August 31,
		2021		2020		2021	2020
Remuneration paid to Board of Directors(1)(2)	$	111,000		-	$	111,000	-
Remuneration paid to Non-Executive Chairman(1)(3)		37,250	$	12,000		53,501 $	21,000
Remuneration paid to CEO(4)		98,115		96,909		196,263	180,949
Remuneration paid to CFO(5)		34,649		34,288		71,604	77,113
Share-basedpayments - Black-Scholes value		424,666		169,882		766,380	351,276

(1) The Board of Directors do not have employment or services contracts with the Company.

(2) Effective March 1, 2021, the Company pays a quarterly director fees to the Board of Directors of the Company (excluding the Non-Executive Chairman and the CEO) of $30,000, together with additional ad hoc committee fees as appropriate. During the three and six months ended August 31, 2021, $111,000 (three and six months ended August 31, 2020 - $nil) was expensed as salaries. Included in accounts payable and accrued liabilities is $30,000 (February 28, 2021 - $nil) pertaining to these fees.

(3) In respect of the Non-Executive Chairman, during the three and six months ended August 31, 2021, $37,250 and $53,501, respectively (three and six months ended August 31, 2020 - $12,000 and $21,000, respectively) was expensed as salaries.

• 14 -

Rupert Resources Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended August 31, 2021 (Expressed in Canadian Dollars) (Unaudited)

14. Related Party Transactions (continued)

(4) Effective March 1, 2021, the Company pays an annual salary to the Chief Executive Officer of the Company of £210,526. During the three and six months ended August 31, 2021, $98,115 and $196,263, respectively (three and six months ended August 31, 2020 - $96,909 and $180,949, respectively) was expensed as salaries.

(5) Effective April 1, 2020, the Company pays an annual salary to the Chief Financial Officer of the Company of £80,000. During the three and six months ended August 31, 2021, $34,649 and $71,604, respectively (three and six months ended August 31, 2020 - $34,288 and $77,113, respectively) was expensed as salaries. Included in accounts payable and accrued liabilities is $11,577 (February 28, 2021 - $nil) of salary due to the Chief Financial Officer of the Company.

(6) On August 31, 2021, the amount of $nil (February 28, 2021 - $271,700) was included in accounts payable and accrued liabilities as bonus due to the Chief Executive Officer and Chief Financial Officer of the Company.

The above noted transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors.

Amounts due to related parties are non-interest bearing, unsecured and due on demand.

15. Segment Information

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Finland.

16. Commitments and Contingencies

The Company's operations are subject to government environmental protection legislation. Environmental consequences are difficult to identify in terms of results, timetable and impact (note 10).

At this time, to management's best knowledge, the Company's operations are in compliance with current laws and regulations.

17. Subsequent Events

Subsequent to the reporting period, 2,241,500 share options were exercised for total proceeds of $1,171,190, and 39,500 share options were cancelled.

On September 13, 2021 the Company announced a maiden NI 43-101-compliant MRE for Ikkari of 49Mt at 2.5 g/t Au for 3.95 million ounces and based upon 36,000 metres of diamond drilling to end-June 2021.

On September 24, 2021, the Company granted 54,000 stock options at a price of $4.30 per share to a certain employee of the Company, expiring on September 23, 2026. The options vest 1/3 on each of September 23, 2022, September 23, 2023 and September 23, 2024.

On September 27, 2021 the Company announced that pursuant to the Company's amended and restated equity incentive plan dated August 4, 2021, that it had granted 301,204 performance share units ("PSUs") to certain officers and employees of the Company. The PSUs will vest in three tranches based on certain corporate and individual performance objectives and each PSU will convert into up to one common share of the Company, or the cash equivalent thereof, subject to the level of achievement of such performance objectives.

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