Rupert Resources Ltd. — Interim / Quarterly Report 2022

Jan 24, 2022

RUPERT RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED

NOVEMBER 30, 2021

Introduction

The following interim management's discussion and analysis ("MD&A") of Rupert Resources Ltd. ("Rupert" or the "Company") for the three and nine months ended November 30, 2021 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management's discussion & analysis for the fiscal year ended February 28, 2021 ("Annual MD&A"). This MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since date of the Annual MD&A.

This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the unaudited condensed interim financial statements for the three and nine months ended November 30, 2021 in addition to the audited annual financial statements for the years ended February 28, 2021 and February 29, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). The unaudited condensed interim 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. Information contained herein is presented as of January 21, 2022 unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Rupert's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Description of Business

Rupert is a company incorporated under the laws of the Province of British Columbia and is focused on making and advancing discoveries of scale and quality with high margin and low environmental impact potential. The Company has two projects located in Finland and two projects located in Ontario and British Columbia respectively.

The Company's core focus is the 100%-held Rupert Lapland Project Area including in particular the Ikkari discovery ("Ikkari"), and the permitted Pahtavaara mine and mill ("Pahtavaara Mine" or "Pahtavaara"), both located within a wider 735km2 regional licence holding in the Central Lapland Greenstone Belt ("CLGB") of Northern Finland (together: the "Rupert Lapland Project Area"). No licence holdings are situated on Natura 2000 reservations.

Exploration licences are valid for up to 15 years and claims for 5 years. Following their expiry, claims can subsequently be applied for as exploration licences. Each are awarded by the Finnish Safety and Chemical Agency ("Tukes") and confer upon the holder exclusive rights of prospecting and exploration for minerals, while mining licences also confer rights of exploitation, and the establishment of facilities for collection and processing of minerals found in the area granted.

The Company's outstanding common shares trade on the TSX Venture Exchange under the symbol RUP. As at November 30, 2021, an investor of the Company, Alan Brimacombe, controlled 18,244,300 common shares of the Company or approximately 10.3% 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.

The ability of the Company to continue as a going concern is dependent upon its ability to obtain additional financing. Rupert's financial statements have been prepared on the basis that the Company is a going concern and do not include adjustments that would be necessary should the Company be unable to continue as a going concern. The Company actively seeks additional sources of liquidity as appropriate and manages discretionary expenditures where possible in order to preserve and enhance its liquidity.

Ikkari

In September 2021 the Company published a maiden National Instrument ("NI") 43-101-compliant mineral resource estimate ("MRE") for Ikkari - see the technical report entitled "NI 43-101 Technical Report: Ikkari Project, Finland" with an effective date of September 13, 2021 prepared by Brian Wolfe, Principal Consultant, International Resource Solutions Pty Ltd., an independent qualified person under NI 43-101 (the "Ikkari Technical Report").

The MRE as disclosed in the Ikkari Technical Report comprises 49 million tonnes ("Mt") at 2.5 grams per tonne gold ("g/t Au"), which was reported using cut-offs of 0.6g/t Au for mineralisation potentially mineable by open pit methods and 1.2g/t Au for that portion that is potentially extractable by underground methods, for 3.95 million ounces in total.

Ikkari Inferred Mineral Resource
	Cutoff Grade(g/t Au)	Tonnes(Mt)	Average Grade(g/t Au)	Gold Metal(Mozs)	Gold Metal(Kg)
	0.4	34.44	2.3	2.58	80,200
Open Pit	0.6	30.53	2.6	2.51	78,200
	0.8	27.14	2.8	2.44	75,900
	1.0	24.47	3.0	2.36	66,500
Underground	1.0	23.56	2.1	1.60	49,800
	1.2	18.80	2.4	1.44	44,600
	1.3	17.34	2.5	1.38	42,800
	1.5	13.65	2.8	1.21	37,700
Open Pit	0.6	30.53	2.6	2.51	78,200
Underground	1.2	18.80	2.4	1.44	44,600
Total		49.33	2.5	3.95	122,800

The MRE has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines". It was calculated using the multiple indicator kriging method (MIK) and is classified as an inferred mineral resource as defined by the CIM. Numbers are affected by rounding. The MRE was reported using cut-offs of 0.6g/t Au for mineralisation potentially mineable by open pit methods and 1.2g/t Au for that portion that is potentially extractable by underground methods. The cut-offs were based on a gold price of US$1430/oz Au, with a 92% overall recovery and costs derived from benchmarks and first principles (see: the Ikkari Technical

Report). Mineral Resources do not include Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

The MRE was modelled utilising an initial geological interpretation of the deposit, following a review of all available data that has been collected since discovery in April 2020 and based on over 36,000m of drilling completed by Rupert up to the end of June 2021.

Pahtavaara Mine

The current mining licence at the Pahtavaara Mine was renewed in June 2019 for a period of 5 years. The Pahtavaara Mine is not in operation and is presently on care and maintenance.

Overall Performance

The following significant events occurred during the three and nine months ended November 30, 2021:

On March 17, 2021 the Company announced further drill results from its on-going diamond drill programme at Ikkari.

On April 6, 2021 the Company announced further drill results from its on-going diamond drill programme at Ikkari with results from new metallurgical test work confirming Ikkari is non-refractory with potential for a process flowsheet with recoveries of 95 to >99%.

On April 20, 2021 the Company announced further drill results from its on-going diamond drill programme at Ikkari.

On May 17, 2021, the Company announced its intention to complete equity financings totalling $42.4 million by way of a short form prospectus offering (the "May 2021 Public Offering") and a concurrent non-brokered private placement (the "May 2021 Private Placement") (together: the "May 2021 Financings"). The May 2021 Financings contained over-allotment provisions that allowed for an increase of 15% in the overall number of shares to be issued (the "Over-Allotment").

On June 4, 2021, the Company announced that it had closed the May 2021 Financings, raising in total $48.7 million before expenses. The May 2021 Financings comprised an issuance pursuant to the May 2021 Public Offering 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 the concurrent May 2021 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 May 2021 Private Placement.

On June 16, 2021 the Company announced further drill results from its on-going diamond drill programme at Ikkari.

On July 6, 2021 the Company reported drill results from its Heinä South target, located within the Rupert Lapland Project Area.

On July 29, 2021 the Company reported new drill results from its diamond drilling programme at the Pahtavaara Mine.

On August 16, 2021 the Company entered into an option agreement with a Finnish subsidiary of S2 Resources (ASX: S2R) on two exploration licence applications in the CLGB and covering an area of 37 km2.

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 November 29, 2021 new drill results from Heinä Central and Ikkari were announced.

Other Events after the Reporting Period

On January 18, 2022 the Company announced further drill results from on-going drilling at Ikkari and at Heinä Central.

Potential Dilution

The issue of common shares of the Company upon the exercise of the options and warrants will dilute the ownership interest of the Company's current shareholders. The Company may also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company's then current shareholders could also be diluted.

Operating performance

Rupert Lapland Project Area, CLGB, Northern Finland

Regional Exploration Program, including Ikkari

The regional exploration program at the Rupert Lapland Project Area is designed to identify and evaluate the mineral potential contained in Rupert's 698km2 100% owned land package in the CLGB. A further 37km2 in two licences is held through an option agreement with S2 Resources.

Since July 2020 the Company has been engaged in a diamond drill program to further evaluate six new discoveries made within the Rupert Lapland Project Area, including Ikkari, as well as continuing to generate new targets. Excluding the Pahtavaara Mine, 77,168m had been drilled between May 2020 and end-November 2021, including 50,381m at Ikkari.

This program is being expanded over the 2021/22 winter season with the aim of expanding areas of known mineralisation and it is noted that Ikkari remains open at depth and along strike. Drill rigs from local contractors have been secured to execute Rupert work programs for the next two years, with circa 80,000m of diamond drilling budgeted for calendar 2022. Sixty percent of drilling is budgeted for infill and extension drilling at Ikkari with the balance allocated to regional exploration.

Base of till ("BoT") sampling continues across the Rupert Lapland Project Area, specifically over geophysical anomalies of interest and programs will begin on recently granted permits in the coming months.

Following publication in September 2021 of the Ikkari Technical Report, and the on-going regional diamond and BoT drilling and sampling programs, further work to optimize potential extraction methods and cut-off grades will be undertaken as part of the Preliminary Economic Assessment ("PEA") expected to be completed along with an update to the MRE in the third calendar quarter of 2022.

The PEA project is led by Tetra Tech, with initial meetings held in mid-December 2021, and will encompass an evaluation of the economic potential of the Ikkari and Pahtavaara mineral resources as well as satellite deposits that will continue to be drilled during the current winter exploration program. The aim of the PEA

is to better define the optimum parameters that will be used in a Pre-feasibility Study ("PFS") that is expected to be initiated subsequent to completion of the PEA.

Pahtavaara Mine

Further to the drilling at the Pahtavaara Mine as reported in October 2020 which inter alia identified highgrade, near surface plunging shoots, as well as potential extensions to mineralisation on the southern flank of the deposit, a further 93 holes for a total of 6,561.5m were drilled as part of the circa 10,000m program. A further 1,193m in seven holes have also been drilled at other near-mine targets (together: the "Pahtavaara Drill Program"). Results were announced by the Company in July 2021.

Work is underway on updating the Mineral Resource Estimate for the Pahtavaara Mine. A trade-off study to be completed as part of the PEA will be undertaken to define the most suitable mining methods and cut-off grades that will be used to complete an updated National Instrument 43-101 Technical Report. The PEA will also review the opportunity to develop Pahtavaara as a satellite mine to a new central processing facility at Ikkari, which may allow Pahtavaara to benefit from cost synergies and shared infrastructure.

Central Finland

Hirsikangas

Drilling at Hanni and a further target Märsylä was completed during April 2021 to follow-up on targets generated by both geophysical surveys and field sampling. In total 11 holes were drilled for 1,174m.

Although fully testing the geophysical anomalies, results from this program intersected only minor gold mineralisation at both target areas. Best results at Märsylä target included 8g/t Au over 1m within metasandstone. The subsequent summer field work program included regional geochemical sampling and mapping at new target areas.

Canada

In May 2021, Trillium Gold (TSXV: TGM; Rupert's JV partner at the Gold Centre property in Red Lake) announced that an 8,000 metre drill program was to commence on the Gold Centre property immediately adjacent to Evolution Mining's Red Lake Operation. Trillium Gold operates the Gold Centre property as an 80%/20% Joint Venture with Rupert. The most recent drilling program on the property was conducted from 2004 to 2008 by Rupert Resources, and focused on ultra-deep targets under the south end of the property, intersecting Red Lake Mine mineralization at depths below 3,400 metres. Until recently, hole RUP-07-01C was a record-breaking, deep hard rock diamond drill hole at 3,411 metres in depth. Trillium received the permit for Gold Centre exploration in February 2021 and had initiated a drill program further to the spring thaw. Trillium Gold has engaged the former Project Manager for Rupert Resources' drill programs of 2004 to 2008 to supervise this drilling.

Rupert is exploring opportunities to fund future work at Surf Inlet property in British Columbia with potential strategic or joint venture partners.

Financial performance

Three months ended November 30, 2021, compared with three months ended November 30, 2020

Rupert's net loss totaled $1,904,106 for the three months ended November 30, 2021 with basic and diluted loss per share of $0.01. This compares with a net loss of $4,363,618 with basic and diluted loss per share of $0.03 for the three months ended November 30, 2020. No revenue was recorded in either period.

The net loss decreased by $2,459,512 due to the following:

Further to a strategic review and an increased focus on Pahtavaara, the Company elected to withdraw from the Osikonmäki project and the exploration and evaluation property value of $3,046,682 was written down during the three months ended November 30, 2020. No write-down of property was incurred during the current period in 2021.

Share-based payments increased by $209,103 in the three months ended November 30, 2021. Share-based payments will vary from period to period depending upon the number of options granted and vested during a period, and the fair value of the options calculated as at the grant date.

General and administrative expenses increased to $1,187,762, which was $437,640 higher than the comparable period, primarily due to increases in overhead, maintenance and other costs of $193,033 (driven principally by foreign exchange differences and insurance costs), salaries and benefits of $98,790, shareholder communications of $96,796, and consulting of $52,373.

Unrealized gain on marketable securities of $55,000 was incurred during the three months ended November 30, 2021, which was not incurred during the comparable period in 2020.

Nine months ended November 30, 2021, compared with nine months ended November 30, 2020

Rupert's net loss totaled $5,627,726 for the nine months ended November 30, 2021 with basic and diluted loss per share of $0.03. This compares with a net loss of $6,536,454, with basic and diluted gain per share of $0.04 for the nine months ended November 30, 2020. No revenue was recorded in either period.

The net loss decreased by $908,728 due to the following:

Further to a strategic review and an increased focus on Pahtavaara, the Company elected to withdraw from the Osikonmaki project and the exploration and evaluation property value of $3,046,682 was written down during the nine months ended November 30, 2020. No write-down of property was incurred during the current period in 2021.

Share-based payments increased by $829,380 in the nine months ended November 30, 2021. Share-based payments will vary from period to period depending upon the number of options granted and vested during a period, and the fair value of the options calculated as at the grant date.

General and administrative expenses increased to $3,265,487, which was $1,072,610 higher than the comparable period primarily due to increases in overheads, maintenance and other costs of $296,786 (driven principally by foreign exchange differences and insurance costs), salaries and wages of $286,852, shareholder communications of $171,593, professional fees of $125,702, and consulting of $124,156.

Unrealized loss on marketable securities of $240,000 was incurred during the nine months ended November 30, 2021, which was not incurred during the comparable period in 2020.

Comparison of Actual to Budgeted Expenditure

In the Short Form Prospectus of the Company dated June 1, 2021, use of proceeds through to end-August 2022 totalled $40.6 million, excluding the Over-Allotment. A comparison of the budgeted to actual expenditures for the three months to end-November 2021 is set out below:

	3 months to end-Nov 21		3 months to end-Nov 21		3 months to end-Nov 21
Use of Funds for Prospectus		C$'000's		C$'000's	C$'000's	C$'000's	C$'000's		C$'000's
		Prospectus		Actual		Variance
Corporate General & Administrative Expenses			$	704		1188		$	484
Exploration & Evaluation Costs:
Salaries	$	569			487		$-82
Drilling & Assaying	$	4,553			3995		$-558
							$-
Licences & Permits	$	854			380		$-474
Preliminary engineering and economic assessments	$	220			327		$107
Geological Studies	$	102			283		$181
Other	$	1,510			150		$-1,360
Total Exploration & Evaluation Costs			$	7,808		$5,622		$	-2,186
Grand Total			$	8,512		$6,810		$	-1,702

The overall underspend in actual exploration and evaluation costs versus Prospectus is partly due to a more favourable actual exchange rate, coupled with lower than projected unit drilling and assaying costs.

The variance in Licences and Permit costs is driven by the timing in the granting of new exploration concessions.

The unfavourable variance in General and Administrative expenses is due primarily to recorded foreign exchange differences and increases in corporate insurance costs.

Liquidity and Capital Resources

As at November 30, 2021, the Company had working capital of $47,527,439 (February 28, 2021 - $19,475,378). This included inter alia cash and cash equivalents of $49,324,781 (February 28, 2021 – $21,724,305). There can be no assurance that additional financing or shareholder loans, if and when required, will be available on terms acceptable to the Company.

Share Capital

As at the date of this MD&A, the Company had 178,503,261 issued and outstanding common shares, 301,204 issued and outstanding performance share units, 7,151,000 issued and outstanding stock options with exercise prices between $0.87 and $5.00, and expiry dates between April 2022 and September 2026, and 11,534,704 issued and outstanding warrants with an exercise price of $1.00 and expiry date of February 2023.

Disclosure of Internal Controls

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the unaudited condensed interim

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 financial statements; and (ii) the unaudited condensed interim financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

• i. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
• ii. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP (IFRS).

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Related Party Transactions

Remuneration and benefits of key management personnel and directors of the Company were as follows:

Salaries and benefits (1)	Three monthsEndedNovember 30,2021$	Three monthsEndedNovember 30,2020$	Nine monthsEndedNovember 30,2021$	Nine monthsEndedNovember 30,2020$
Gunnar Nilsson, Non-ExecutiveChairman (2)	16,250	13,500	69,751	34,500
James Withall, CEO (3)	97,130	91,116	293,393	272,065
Jeffrey Karoly, CFO (4)	69,831	34,300	141,435	111,413
Michael Sutton, Director(6)	7,500	Nil	33,500	Nil
Susan Milton, Director(6)	7,500	Nil	28,500	Nil
George Ogilvie, Director(5) (6)	7,500	Nil	33,500	Nil
Michael Ouellette, Director(5) (6)	7,500	Nil	45,500	Nil

Share-based Payments - Fair Value ofStock Options and Performance ShareUnits Granted	Three monthsEndedNovember 30,2021$	Three monthsEndedNovember 30,2020$	Nine monthsEndedNovember 30,2021$	Nine monthsEndedNovember 30,2020$
Robert Suttie, Director(5)	N/A	N/A	N/A	9,554
Michael Sutton, Director	20,098	11,282	51,926	23,219
Susan Milton, Director	20,098	11,282	51,926	23,219
George Ogilvie, Director(5)	40,571	77,435	195,250	95,305
Michael Ouellette, Director(5) (6)	40,571	77,435	195,250	95,305
James Withall, CEO and Director	168,356	96,572	409,565	235,200
Jeffrey Karoly, CFO	172,873	47,604	291,942	134,686
Gunnar Nilsson, Non-Executive Chairman	20,890	10,469	53,978	66,867
Total	483,457	332,079	1,249,837	683,355

• (1) With the exception of the Chief Executive Officer, the Board of Directors do not have employment or service contracts with the Company.
• (2) The Non-Executive Chairman was appointed to the Company on June 25, 2018 and the Board resolved to pay him a fee of $3,000 per month, increased to $4,500 per month from July 1, 2020 and $5,417 per month from March 1, 2021. During the three and nine months ended November 30, 2021, $16,250 and $69,751, respectively (three and nine months ended November 30, 2020 - $13,500 and $34,500, respectively) were expensed as salaries, which included ad hoc committee fees as appropriate.
• (3) The Company entered into an agreement with the Chief Executive Officer of the Company to pay him a monthly base salary GBP 15,000, increased to GBP 16,667 and GBP 17,543 from April 1, 2020 and from March 1, 2021 respectively. During the three and nine months ended November 30, 2021, $97,130 and $293,393, respectively (three and nine months ended November 30, 2020 - $91,116 and $272,065, respectively) was expensed as salaries.
• (4) The Company entered into an agreement with the Chief Financial Officer of the company to pay him a monthly base salary GBP 5,833, increased to GBP 6,667 and CAD 22,917 from April 1, 2020 and September 21, 2021 respectively. During the three and nine months ended November 30, 2021, $69,831 and $141,435, respectively (three and nine months ended November 30, 2020 - $34,300 and $111,413, respectively) was expensed as salaries.
• (5) Mr. Suttie resigned and Messrs. Ogilvie and Ouellette were appointed as Director(s) of the Company on June 12, 2020.
• (6) Effective March 1, 2021, the Company paid Michael Sutton, Michael Ouellette, George Ogilvie and Susan Milton directors fees of $7,500 per quarter, together with additional ad hoc committee fees as appropriate. During the three and nine months ended November 30, 2021, $30,000 and $141,000, respectively (three and nine months ended November 30, 2020 - $nil) was expensed as salaries.

Risks and Uncertainties

The Company's business of exploring for mineral resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and the Company's common shares should be considered speculative in nature.

The business of exploration for minerals and mining involves a high degree of risk. A relatively small proportion of properties that are explored are ultimately developed into producing mines. At present, there are no known bodies of commercial ore on any of the mineral properties in which the Company holds interest or intends to acquire an interest and the proposed exploration program is an exploratory search for ore. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the conduct of exploration programs. The Company has limited experience in the development and operation of mines and has relied on and may continue to rely upon consultants and others for exploration and operating expertise. The economics of developing gold and other mineral properties is affected by many factors including the cost of operations, variation of the grade of ore mined, and fluctuations in the price of any minerals produced.

The success of the Company is dependent, among other things, on obtaining sufficient funding to enable the Company to explore and develop its properties. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties. The Company will require new capital to continue to operate its business and to continue with exploration on its mineral properties, and there is no assurance that capital will be available when needed, if at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

The operations of the Company may require licenses and permits from various local, provincial and federal governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development, or mining operations, at its projects.

Even if the Company's exploration programs are successful, factors beyond the control of the Company may affect the marketability of any mineral products discovered. The prices of mineral products have historically fluctuated widely and are affected by numerous factors beyond the Company's control, including international, economic and political trends, expectations for inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and worldwide production levels. The effect of these factors cannot accurately be predicted.

The mining industry is intensely competitive. The Company competes with many companies possessing greater financial resources and technical facilities than itself for the acquisition of mineral interests as well as for the recruitment and retention of qualified employees, contractors and consultants.

The Company's operations are subject to environmental regulations promulgated by local, provincial and federal government agencies from time to time. Environmental legislation provides for restrictions and prohibitions of spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which could result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require submissions to and approval of environmental impact assessments. Environmental legislation is evolving in a manner, which means stricter standards and enforcement, and fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects

carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. The Company intends to fully comply with all environmental regulations.

Certain directors or proposed directors of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest, which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the Board of Directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The Company does not have a historical track record of operating upon which investors may rely. Consequently, investors will have to rely on the expertise of the Company's management. Further, the Company's properties are in the exploration stage and are not commercially viable at this time. The Company does not have a history of earnings or the provision of return on investment, and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

At present, there are no known bodies of commercial ore on any of the mineral properties in which the Company holds interest or intends to acquire an interest and the proposed exploration program is an exploratory search for ore. Further, the Company's properties are in the exploration stage and are not commercially viable at this time.

Management's Responsibility for Financial Information

The Company's financial statements are the responsibility of the Company's management, and have been approved by the Board of Directors. The financial statements were prepared by the Company's management in accordance with Canadian generally accepted accounting principles. The financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.

Caution Regarding Forward-looking Statements

The MD&A contains forward-looking information within Canadian securities laws (collectively "forward looking statements") concerning the anticipated developments in the Company's operations in future periods, its planned exploration activities, the adequacy of its financial resources and other events or conditions that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning mineral reserve and resource estimates may also be deemed to constitute forwardlooking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential" or variations thereof, or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual

results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward looking statements.

Forward-looking statements	Assumptions	Risk factors
Potential of Rupert's properties tocontaineconomicdepositsofpreciousandbasemetals(asdescribedundertheheadings"DescriptionofBusiness"and"ExplorationandEvaluationAssets"and"DiscussionofOperations").	Financing will be available for futureexploration and development ofRupert'sproperties;theactualresults of Rupert's exploration anddevelopmentactivitieswillbefavourable; operating, explorationand development costs will notexceed Rupert's expectations; theCompany will be able to retain andattract skilled staff; all requisiteregulatoryandgovernmentalapprovals for exploration projectsandotheroperationswillbereceived on a timely basis uponterms acceptable to Rupert, andapplicable political and economicconditions are favourable to Rupert;the price of precious and basemetals and applicable interest andexchange rates will be favourable toRupert; no title disputes exist withrespecttotheCompany'sproperties.	Precious and base metals pricevolatility; uncertainties involved ininterpreting geological data andconfirmingtitletoacquiredproperties; the possibility that futureexplorationresultswillnotbeconsistentwithRupert'sexpectations;availabilityoffinancing for and actual results ofRupert'sexplorationanddevelopment activities; increases incosts; environmental complianceand changes in environmental andotherlocallegislationandregulation;interestrateandexchangeratefluctuations;changes in economic and politicalconditions; the Company's ability toretain and attract skilled staff.
The Company's ability to meet itsworking capital needs at the currentlevel for the twelve-month periodending November 30, 2022(asdescribedundertheheading"Discussion of Operations").	Theoperatingandexplorationactivities of the Company for thetwelve months ending November30, 2022, and the costs associatedtherewith, will be consistent withRupert's current expectations; debtand equity markets, exchange andinterest rates and other applicableeconomic conditions are favourableto Rupert.	Changesindebtandequitymarkets; timing and availability ofexternal financing on acceptableterms;increasesincosts;environmentalcomplianceandchanges in environmental and otherlocallegislationandregulation;interest rate and exchange ratefluctuations; changes in economicconditions.

Plans, costs, timing and capital forfuture exploration and developmentofRupert'spropertyinterests,including the costs and potentialimpact of complying with existingand proposed laws and regulations(as described under the headings"ExplorationandEvaluationAssets"and"DiscussionofOperations").	FinancingwillbeavailableforRupert'sexplorationanddevelopmentactivitiesandtheresults thereof will be favourable;actual operating and explorationcosts will be consistent with theCompany's current expectations;the Company will be able to retainandattractskilledstaff;allapplicableregulatoryandgovernmentalapprovalsforexplorationprojectsandotheroperations will be received on atimely basis upon terms acceptableto Rupert; the Company will not beadverselyaffectedbymarketcompetition;debtandequitymarkets, exchange and interestratesandotherapplicableeconomic and political conditionsare favourable to Rupert; the priceof precious and base metals will befavourabletoRupert;notitledisputesexistwithrespectto	Precious and base metals pricevolatility,changesindebtandequitymarkets;timingandavailability of external financing onacceptable terms; the uncertaintiesinvolved in interpreting geologicaldata and confirming title to acquiredproperties; the possibility that futureexplorationresultswillnotbeconsistentwithRupert'sexpectations; increases in costs;environmentalcomplianceandchanges in environmental and otherlocallegislationandregulation;interest rate and exchange ratefluctuations; changes in economicandpoliticalconditions;theCompany's ability to retain andattract skilled staff.
	Rupert's properties.
Management's outlook regardingfuture trends.	FinancingwillbeavailableforRupert's exploration and operatingactivities; the price of precious andbase metals will be favourable toRupert.	Precious and base metals pricevolatility;changesindebtandequity markets; interest rate andexchangeratefluctuations;changes in economic and politicalconditions.
Pricesandpricevolatilityforprecious and base metals.	The price of precious and basemetals will be favourable; debt andequitymarkets,interestandexchange rates and other economicfactors which may impact the priceof precious and base metals will befavourable.	Changesindebtandequitymarkets and the spot price ofprecious and base metals; interestrate and exchange rate fluctuations;changes in economic and politicalconditions.

Technical Information

The technical information about the Company's mineral properties contained in this MD&A, has been prepared under the supervision of Dr. Charlotte Seabrook, RPGeo, Group Exploration Manager of the Company and a "qualified person" within the meaning of NI 43-101. Dr. Seabrook has reviewed the contents of this MD&A and have consented to the inclusion in this MD&A of all technical statements in the form and context in which they appear and confirms that such information fairly represents the underlying data and study results.

Additional Information

Additional information relating to the Company is available on the SEDAR website www.sedar.com or on the Company's corporate website, www.rupertresources.com.