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Rupert Resources Ltd. Management Reports 2026
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Management Reports
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RUPERT RESOURCES
Rupert Resources Limited
MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE MONTHS ENDED MARCH 31, 2026
Rupert Resources Management Discussion and Analysis March 31, 2026
Rupert Resources Management Discussion and Analysis March 31, 2026
TABLE OF CONTENTS
1
Background...3
Technical Information...3
Company Overview and Discussion of Operations...3
Other developments during the three months ended March 31, 2026...8
Status, Plans and Expenditures...8
Achievement of plans and milestones in the three months ended March 31, 2026...9
Summary of Financial and Operating Performance...10
Critical Accounting Policies and Estimates...21
Management’s Report on Internal Controls and Procedures...23
Management’s Responsibility for Financial Information...23
Approval...23
Additional Information...23
Statement Regarding Forward-Looking Information...24
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Background
This Management's Discussion and Analysis ("MD&A") of the financial position and results of operations is prepared as at May 13, 2026 and should be read in conjunction with the unaudited, condensed, consolidated financial statements of Rupert Resources Ltd. (the "Company" or "Rupert") as at March 31, 2026, which have been prepared in accordance with IFRS @ Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and International Accounting Standards and covering the three months ended March 31, 2026. The comparable prior year period is the three months ended March 31, 2025.
Unless otherwise noted, all currency figures in the MD&A are presented in Canadian Dollars.
Rupert is a publicly listed company, the common shares (the "Common Shares") of which have been listed since December 12, 2022 on the Toronto Stock Exchange ("TSX") under the symbol "RUP". Prior to being listed on the TSX, the Common Shares were listed on the TSX Venture Exchange ("TSX-V"). As at March 31, 2026, Agnico Eagle Mines Limited (NYSE: AEM / TSX: AEM) ("Agnico Eagle") and Blackrock Inc., respectively controlled to the best knowledge of the directors and officers of the Company, 32,771,611 and 30,095,739 Common shares of the Company each, or approximately 14% and 13% each 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(s) of Common Shares.
This MD&A contains forward-looking information, such as statements regarding the Company's future plans and objectives that are subject to various risks and uncertainties, and those set forth in "Statement Regarding Forward-Looking Information" and "Risks and Uncertainties" in this MD&A. The Company cannot assure investors that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. The results for the periods presented are not necessarily indicative of the results that may be expected for any future periods. Investors are cautioned not to place undue reliance on this forward-looking information.
Technical Information
The technical information about the Company's mineral properties contained in this MD&A, other than information summarized or extracted from the Technical Report, has been prepared under the supervision of Mr. Craig Hartshorne, a Chartered Geologist at the Geological Society of London, who is a "qualified person" within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. Hartshorne has reviewed the contents of this MD&A and has consented to the inclusion in this MD&A of all technical statements, other than information summarized or extracted from the Ikkari Pre-Feasibility Study (see "Company Overview and Discussion of Operations: Company Overview"), in the form and context in which they appear and confirms that such information fairly represents the underlying data and study results.
Company Overview and Discussion of Operations
Company Overview
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 one project located in Finland.
The Company's core focus is the 100%-held Rupert Lapland Project Area including, in particular, the Ikkari discovery ("Ikkari"), located within a wider 1,588km² regional licence holding in the Central Lapland Greenstone Belt ("CLGB") of Northern Finland, as well as the nearby Pahtavaara mine ("Pahtavaara"), which is held on long term care and maintenance (together, the "Rupert Lapland Project Area"). No licence holdings are situated on Natura 2000 reservations.
Rupert Resources Management Discussion and Analysis March 31, 2026
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In June 2023, amendments to the Finnish Mining Act of 2011 came into force. Exploration licences continue to be valid for up to 15 years but shall require majority landowner consent after the 10th anniversary, while the maximum duration of reservations is reduced to 1 year, previously 2. Should landowner consent not be forthcoming for extension of exploration licences beyond 10 years, the holder may apply to the government for support. Following their expiry, reservations 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. Per the June 2023 amendments, municipalities also now have an increased role with the requirement that mining operations be allowed for in a detailed land use plan.
The Company's interests in Finland represent its core focus and comprise the following:
Ikkari
Ikkari is a gold discovery made by the Company in 2020 pursuant to its on-going grassroots exploration activities across the Rupert Lapland Project Area. The maiden NI 43-101 compliant Mineral Resource estimate was announced by the Company in September 2021. Further to this, the Company conducted additional drilling activities in and around Ikkari, as well as progressed with technical / economic studies and environmental and permitting matters (see: "Discussion of Operations: Rupert Lapland Project Area", "Status, Plans and Expenditures" and "Achievement of Plans and Milestones in the three and nine months ended September 30, 2025").
In November 2022, the Company completed and announced the results of a preliminary economic assessment for Ikkari and Pahtavaara (the "Ikkari PEA"), which was further updated in November 2023 (the "Updated Ikkari MRE"). In February 2025, the Company announced the completion of a NI 43-101-compliant Pre-Feasibility Study - see the technical report entitled "Ikkari Pre-Feasibility Study" (the "Ikkari PFS" or the "Technical Report") with an effective date of February 14, 2025 prepared by WSP Finland Oy ("WSP") which is available on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.rupertresources.com).
The Ikkari PFS contemplates a phased mine plan in order to optimize cashflows in the earlier years of activity, with open-pit operation at Ikkari in the first 11 years, transitioning to Ikkari underground in years 10-20. It does not include Pahtavaara. The after-tax net present value ("NPV") (5% discount rate) is US$1.7 billion, with an unlevered internal rate of return ("IRR") of 38% and payback of 2.2 years, assuming a gold ("Au") price of US$2,150 per Troy ounce ("oz"). Over the 20-year life of mine ("LOM"), the PFS demonstrates recovered gold of 3.34 million ounces, with average annual production of 227,000 ozs of Au in the first 10 years and 167,000 ozs over the 20 year LOM.
The Ikkari PFS supported a maiden Mineral Reserve estimate for the project. The Mineral Reserve and Mineral Resource estimates, reported inclusive of reserves, as set out in the Ikkari PFS are as follows:
Ikkari Mineral Reserve
| Category | Mining Method | Cut-off Au (g/t) | Tonnage (Mt) | Grade Au (g/t) | Gold Content Kg | Ozs |
|---|---|---|---|---|---|---|
| Proven | - | - | - | - | - | - |
| Probable | Open Pit | 0.34 | 35.7 | 2.2 | 79 920 | 2 486 000 |
| Underground | 1.04 | 16.3 | 1.9 | 32 370 | 1 007 000 | |
| Total | 52.0 | 2.1 | 112 290 | 3 493 000 |
Notes:
1. Tonnages are rounded to the nearest 100,000 and ozs are rounded to the nearest 1,000.
2. Mineral Reserves were estimated using the CIM Best Practices Guidelines (as defined below) and classified using the CIM Definition Standards (as defined below)
Rupert Resources Management Discussion and Analysis March 31, 2026
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The Qualified Person within the meaning of NI 43-101 ("Qualified Person" or "QP") for the Mineral Reserve estimate is Mr. Timothy Daffern, Technical Director with WSP. The effective date of the estimate is November 25, 2024.
- Mineral Reserves are based on a gold price of US$1,700/oz and fixed metallurgical recovery of 95.0%
- Open pit Mineral Reserves are converted from Indicated Mineral Resources only through the process of pit optimisation, mine design, schedule and are supported by a positive cash flow analysis.
- Mine design was constrained by a minimum 20m offset to the project boundary
- Open pit Mineral Reserves include 4% dilution and 4% mining losses applied in the production schedule.
- Underground Mineral Reserves are stated using a 1.04 g/t stope cut-off grade. Underground Mineral Reserves are generated through the generation of optimised stopes, design of long hole open stoping, schedule and are supported by a positive cash flow analysis.
- Underground Mineral Reserves account for planned dilution of 15%, unplanned dilution of 6%, secondary dilution of 3% and with mining losses of 4%.
- Mineral Reserves are defined at the point where ore is delivered to the plant. All figures are rounded to reflect the relative accuracy of the estimates.
- Totals may not sum due to rounding.
Ikkari Mineral Resource (inclusive of Mineral Reserves)
| Resource Category | Mining Method | Cut-off Au (g/t) | Tonnage (t) | Grade Au (g/t) | Gold Content Kg | Ozs |
|---|---|---|---|---|---|---|
| Indicated | Open Pit | 0.4 | 37 308 000 | 2.21 | 82 400 | 2 649 000 |
| Underground | 0.9 | 21 122 000 | 2.12 | 44 700 | 1 437 000 | |
| Total Indicated | 58 430 000 | 2.18 | 127 100 | 4 086 000 | ||
| Inferred | Open Pit | 0.4 | 1 271 000 | 0.81 | 1 000 | 33 000 |
| Underground | 0.9 | 2 305 000 | 1.39 | 3 200 | 103 000 | |
| Total Inferred | 3 576 000 | 1.18 | 4 200 | 136 000 |
Notes:
1. Mineral Resource estimates are reported in-situ and inclusive of Mineral Reserves.
2. Mineral Resources were estimated using the CIM Best Practices Guidelines and classified using the CIM Definition Standards.
3. Tonnage and ounces are rounded to the nearest 1 000.
4. g/t = grams per tonne, ounces are reported as troy ounces.
5. Totals may not add up correctly due to rounding.
6. The QP for this Mineral Resource estimate is Mr. Brian Thomas, P.Geo., an independent QP, within the meaning of NI 43-101 and an employee of WSP Canada Inc. based in Sudbury, Ontario, Canada
7. The effective date of this Mineral Resource estimate is October 24, 2023
8. Cut-off grade defined by Gold Price, $1700/oz, Metallurgical Recovery 95%, Open Pit Mining Costs $2.9/t, Underground Mining Cost $29/t, Processing Cost $11.30/t, G&A, Rehabilitation & Closure $4.8/t, Royalty 0.75%.
9. Open pit Mineral Resources constrained within a Whittle Optimized open pit shell using the above assumptions with a 26m offset to the property boundary enforced.
10. Underground Mineral Resources constrained within the estimation domains to meet the Reasonable Prospects for Eventual Economic Extraction ("RPEEE") criteria for underground mining.
On April 20, 2026 the Company announced that it had entered into a definitive arrangement agreement (the "Arrangement Agreement") with Agnico Eagle, pursuant to which Agnico Eagle has agreed to acquire all of the outstanding Common Shares it does not already own by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Transaction").
Under the terms of the Transaction, each Common Share will be exchanged for: (i) upfront consideration of 0.0401 of a common share of Agnico Eagle ("Agnico Share"), representing approximately C$12.00 based on the five-day volume weighted average trading price per Agnico Share as at April 17, 2026 (the "Share Consideration"); and (ii) contingent consideration of up to C$3.00, in the form of a contingent value right ("CVR" and together with the Share Consideration, the "Consideration"), that is payable in cash upon certain milestones being achieved over the 10 year term of the CVR. The CVR milestones, which relate to the mining rights currently 100% owned by Rupert (the "Acquired Properties"), are as follows:
Rupert Resources Management Discussion and Analysis March 31, 2026
- C$1.00 upon the public announcement of at least 5 million ounces of gold in mineral reserves on the Acquired Properties;
- C$1.00 upon the public announcement of: (i) the Acquired Properties reaching commercial production and (ii) the Acquired Properties reaching 7.5 million ounces of gold in aggregate mineral reserves and production; and
- C$1.00 upon the public announcement of: (i) the Acquired Properties reaching commercial production and (ii) the Acquired Properties reaching 10 million ounces of gold in aggregate mineral reserves and production.
The total Transaction value based on the Share Consideration is approximately C$2.9 billion (on a 100% equity ownership basis).
Completion of the Transaction is subject to customary conditions, including, among others, court approval and a securityholder vote that is scheduled to occur at a special meeting of securityholders of the Company, to be held virtually on June 9, 2026.
Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in June 2026.
Discussion of Operations
During the three months ended March 31, 2026 and up to the date of this MD&A, Rupert's operational activities have been focussed on the Rupert Lapland Project Area and Ikkari in particular.
Rupert Lapland Project Area
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 land package in the CLGB.
Since July 2020, the Company has been engaged in a diamond drill program to further evaluate discoveries and targets made within the Rupert Lapland Project Area, including Ikkari, as well as continuing to generate new targets through base of till ("BoT") sampling, which continues across the Rupert Lapland Project Area and specifically over geophysical signatures of interest. In Q4 2025 the Company staked exploration permit applications and reservations over 1150km2 of new ground as part of a renewed regional exploration strategy. Geophysical surveys around parts of this new licence package were initiated in Q1 2026.
Ikkari Project Drilling
The 2026 winter drill program at Ikkari was completed during the first calendar quarter of 2026. The program comprised drillholes targeting areas with most uncertainty in grade continuity and/or mineralised domain definition. An infill drilling programme targeting measured resources is proposed for the next winter season.
Continuing Exploration
Following on exploration campaigns over the previous two winters, 17 further drillholes were drilled at Heinä South aiming to improve understanding of grade continuity and step out to extend known mineralisation trends. Laboratory results are pending.
Scout drilling was also undertaken at Heina North whilst BoT sampling focussed on the Sikavaara East, Ruosteoja and Pikkulehto areas.
Rupert Resources Management Discussion and Analysis March 31, 2026
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Engineering and Ikkari Related Studies
The Company released the results of the Ikkari Pre-Feasibility Study confirming the high-margin nature of the project through an NPV5 of US$1.7bn, IRR of 38% and payback period of 2.2 years at a gold price of US$2150/oz, the long-term consensus gold price in January 2025 (see press release February 18, 2025).
The Company has formally commenced the Ikkari Feasibility Study ("Ikkari FS") and appointed Ausenco Engineering to lead the study (see press release February 19, 2026). Knight Piésold (Canada) have been appointed to lead the tailings and waste rock management facility design, SRK (Finland/UK) have been appointed to lead the geotechnical component of mine design and Okane (Canada) will lead the closure plan development in support of the FS and permitting.
All field programs to support the FS workstreams were completed in Q1 2026.
Advancing Permitting and Environmental Work
Permitting, specifically progression of the environmental impact assessment ("EIA") program and land use planning is also a key focus of the Company. The EIA Program was initially presented to the relevant environmental authorities in Finland on November 30, 2022. The Company then formally filed its EIA Program with the authorities during the second calendar quarter of 2023 and is continuing to advance the EIA Studies and Report documents with the overall aim of securing an environmental permit and thereafter a mining licence for Ikkari, in addition to those already held at Pahtavaara.
The EIA submission is now targeted for Q4 2026 with the timing reflecting the incorporation of the recent project optimisation studies across the waste and water management domains. The additional study period has enabled the collection of further seasonal baseline and waste characterisation data as well as continued engagement across all stakeholder groups.
Pahtavaara Mine
The Company has placed Pahtavaara under long term care and maintenance, while maintaining the relevant operational permits.
An environmental bond of €640,000 and a further mining bond of €210,000 are in place to ensure that the closure plan is implemented.
Following submission of a revised long term closure plan for Pahtavaara in late 2019 and further updates in 2021, the Company, in March 2023, received notice from the Regional State Administrative Authority ("PSAVI") that it is seeking to increase the environmental bond for Pahtavaara to EUR14.2 million (approximately $21 million). PSAVI has assumed a requirement to source moraine material from outside of the current mining permit area and place this over all existing waste structures to a thickness of up to 80cm.
The Company's proposed closure plan considered three options, varying from a low CO² emission design through to the use of 30cm of moraine cover sourced from the mine site and similar to the historic closure permit. The Company has been conducting trials to show the efficacy of direct seeding of the tailings facility, which makes up 74% of the area of total waste structures at Pahtavaara, and had a permit granted to continue these trials until the end of 2024, further to which a final report on vegetation cover performance was submitted to environmental and local authorities in February 2025.
In March 2023, the Company filed an appeal against the PSAVI decision and will continue to liaise with the relevant authorities to arrive at the optimal long-term solution to plan for mine closure in line with industry best practice.
In January 2025, the Company was advised that its appeal to the regional administrative court was not upheld and in February 2025, a leave to appeal was filed before the Supreme Administrative Court of Finland. As of the date of this MD&A, this appeal process is ongoing.
Rupert Resources Management Discussion and Analysis March 31, 2026
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An updated closure plan proposal was formally submitted in the third quarter of 2025, following more detailed studies, including on moraine cover sourcing and quality. Further information is being provided to the authorities in response to on-going enquiries.
Other developments during the three months ended March 31, 2026
On January 2, 2026, the Company granted 139,318 performance share units ("PSUs") to a certain employee of the Company. The number of common shares that can be issued to settle vested PSUs is between 0 to 278,636 common shares, based on the Company's share price performance relative to the share price performance of the GDXJ Index. The PSUs vest upon the completion of a 36 month performance period.
On February 19, 2026, the Company announced that it had appointed Ausenco Engineering to lead the Ikkari Project Feasibility Study and provided an update on progress at the Ikkari project.
Other Events after the Reporting Period
Subsequent to the period ended March 31, 2026, the Company granted 356,686 deferred share units ("DSUs") to certain directors of the Company. The DSUs vest on departure from the Company and submission of redemption notice, subject to the pending Transaction.
Subsequent to the period ended March 31, 2026, the Company granted 231,219 PSUs to certain officers and employees of the Company. The number of common shares that can be issued to settle vested PSUs is between 0 to 462,438 based on the Company's share price performance relative to the share price performance of the GDXJ Index. The PSUs vest upon the completion of a 36 month performance period, subject to the pending Transaction.
Subsequent to the period ended March 31, 2026, the Company granted 341,857 restricted share units ("RSUs") to certain officers and employees of the Company. The RSUs vest 1/3 on each of April 29, 2027, April 29, 2028 and April 29, 2029, subject to the pending Transaction.
Status, Plans and Expenditures
As at the date hereof, the Company's mineral properties are at the exploration and development stage. Subject to the pending Transaction and any revisions in light thereof, the Company's core focus for the following twelve months remains to further advance its assets within the Rupert Lapland Project Area, in particular Ikkari, including the following:
1) Project Studies. Further to the completion of the Ikkari PFS in February 2025, in February 2026 the Company appointed Ausenco Engineering to lead the Ikkari FS, other consultants including Knight Piésold (tailings and mine waste), SRK (geotechnical) and Okane (closure) have been appointed. All field work in preparation for the FS is complete.
2) Continuing exploration in the Rupert Lapland Project Area. Continued exploration activities at other previously identified targets elsewhere in the Rupert Lapland Project Area, including but not limited to Heinä South with the aim being to demonstrate the potential scale of the discoveries and define potentially new economic mineralisation in the area.
3) Generative exploration. In December 2025, the Company outlined its renewed exploration strategy to identify deposits of scale across a broader $1,150\mathrm{km}^2$ newly acquired landholding. The exploration permit applications and reservations will be explored in parallel with prospects already outlined within the previous land holding such as at Sikavaara East, Sayna and Area 51. Drone based magnetic surveys have been initiated at several licence areas to provide higher resolution data on which to base initial geochemical investigations. Areas of interest will be sampled using the BoT technique and prospects tested with diamond drilling as appropriate to define potential.
Rupert Resources Management Discussion and Analysis March 31, 2026
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4) Permitting and Environmental. An EIA process is underway at Ikkari, with the overall aim of securing an environmental permit for Ikkari. Permitting and land use planning are key areas of focus for the Company, continuing to advance the EIA Studies and Report documents. An updated closure plan for Pahtavaara was filed later in September 2025.
5) Geological Studies. Further to the exploration programmes outlined above, the Company utilises a small number of external consultants to undertake structural and geophysical interpretations to enhance its exploration.
The combined cost for the above for the 12 months to March 31, 2027, together with general and administration costs, is estimated to be between $45 to 50 million, which, subject to the pending Transaction and any revisions in light thereof, the Company expects will be funded by existing cash reserves.
See “Statement Regarding Forward-Looking Information” and “Risks and Uncertainties”.
During the three months ended March 31, 2026, the Company spent approximately $7.5 million at the Rupert Lapland Project Area (three months ended March 31, 2025: $6.6 million). (See “Analysis of Exploration and Evaluation Assets”).
Additional financing will be required to fund operating expenses through further exploration and development activities. (See "Liquidity and Capital Resources").
There have been no actual or anticipated changes which would adversely affect the financial condition or performance of the Company. Nonetheless certain industry or economic factors, including but not limited to future commodity prices, could affect the Company's future performance.
Costs incurred by the Company up to March 31, 2026 on the Rupert Lapland Project Area amounted to approximately $195 million on a cumulative basis.
Achievement of plans and milestones in the three months ended March 31, 2026
The key plans and milestones of the Company for the three months ended March 31, 2026 were as follows:
- Definition of Ikkari FS work packages and their initiation.
- Review of baseline reporting and commencement of impact modelling ahead of planned submission of EIA report, in Q4 2026.
- Continued regional exploration to demonstrate the potential for other gold and base metal occurrences within the Rupert Lapland Project Area.
- Advancement of the approval of the closure plan update for Pahtavaara and extension of the mining permit.
The development of Ikkari during the three months ended March 31, 2026 and up to the date of this MD&A was consistent with these plans. In particular:
- Ausenco Engineering were appointed to lead the Ikkari FS, including process plant design.
- All work packages feeding into the FS were defined and those on the critical path to completion successfully tendered, including tailings and mine waste management (Knight Piésold), mine geotechnical (SRK) and closure (Okane).
- All field work in support of the Ikkari FS is complete with final sampling as part of the site investigation program completed during Q1.
Rupert Resources Management Discussion and Analysis March 31, 2026
- Baseline data compilation in support of the EIA is largely complete and impact modelling including noise, dust, ground water and surface water is underway.
- Ongoing successful drill programs continue to intersect intervals of significant tenor at Heinä South whilst scout drilling was also performed at Heina North. BoT sampling continues to target discoveries of scale, with sampling undertaken in the Sikavaara East, Ruosteoja and Pikkulehto target areas.
- The process of extending the mining permit at Pahtavaara is on-going, and further information is being provided to the authorities in response to on-going enquiries regarding the closure plan update.
For further discussion of the above, see “Discussion of Operations”, “Other developments during the three months ended March 31, 2026”.
Risks and Uncertainties
In common with other companies operating in natural resources exploration, the Company is subject to ongoing risk factors and uncertainties, including, among others, title risks, commodity prices, liquidity and financing risks, exchange rate risks, permitting risks, operating and environmental hazards encountered in the exploration, development and mining business and changing laws and public policies, as well as the risks disclosed elsewhere in this MD&A, as well as in the Company's Annual Information Form, as filed on SEDAR+. Risk management is the responsibility of the Company's management team, with guidance from the Audit Committee under policies approved by the Board. The Board also provides regular guidance on overall risk management.
Summary of Financial and Operating Performance
Summary of Overall Financial Performance
The Company reports in Canadian dollars. The functional currency of the Company's assets in Finland is the Euro. The presentational currency of the Company is Canadian Dollars. The financial statements of the Company for the three months ended March 31, 2026 and March 31, 2025 are 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 as required by IFRS as issued by the IASB and interpretations issued by the IFRIC.
| Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ | |
|---|---|---|
| Net loss | (2,482,163) | (2,507,036) |
| Cash and cash equivalents | 89,004,509 | 85,678,319 |
| Exploration assets | 194,820,533 | 164,338,804 |
| Net assets | 277,892,395 | 244,254,573 |
The net loss for the Company of $(2,482,163)$ for the three months ended March 31, 2026 (three months ended March 31, 2025: $(2,507,036))$ was after the following principal items:
Rupert Resources Management Discussion and Analysis March 31, 2026
- General and administrative (“G&A”) costs of $(2,164,807) for the three months ended March 31, 2026 (three months ended March 31, 2025: $(2,152,974)). See “Results from Operations”.
- Share-based payments of $(785,926) for the three months ended March 31, 2026 (three months ended March 31, 2025: $(684,485)).
- Gain on redemption of treasury bills of $357,681 for the three months ended March 31, 2026 (three months ended March 31, 2025: $189,030).
- Accretion and interest expense of $(104,517) for the three months ended March 31, 2026 (three months ended March 31, 2025: ($82,188)).
- Foreign exchange gain of $25,927 for the three months ended March 31, 2026 (three months ended March 31, 2025: $187,158).
Further analysis of total comprehensive income/(loss) is contained in the section “Results from Operations”.
The cash levels of the Company as at March 31, 2026 and March 31, 2025 vary due to the timing and quantum of financing by the Company (see “Outstanding Share Data”), as well as the level of expenditures by the Company on exploration, development and administrative activities (see “Results from Operations” and “Analysis of Exploration and Evaluation Assets”). Short term investments comprised short dated Canadian state-backed treasury instruments, held through to maturity.
The movement in exploration assets between March 31,2026 and March 31, 2025 is a function of exploration expenditure during the period, together with foreign exchange movements and any asset sales, impairments or revaluations during the period. (See “Analysis of Exploration and Evaluation Assets”).
Comparison of Financial Condition
The financial condition of the Company is primarily measured by the reserves of cash and cash equivalents, and the level of net assets. As of March 31, 2026 the Company held cash and cash equivalents of $89,004,509 (December 31, 2025: $94,233,854). As of March 31, 2026, the Company had net assets of $277,892,395 (December 31, 2025: $275,950,737). The net assets of the Company have increased over the three months ended March 31, 2026 primarily due to an increase in exploration and evaluation assets. Net assets are also impacted by the operating performance of the Company (see “Summary of Financial and Operating Performance - Results from Operations”).
Summary of Cash Flows
| Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ | |
|---|---|---|
| Net cash used in operating activities | (1,599,067) | (853,678) |
| Net cash used in investing activities | (7,606,989) | (6,874,591) |
| Net cash flow generated from financing activities | 3,976,711 | 48,662,043 |
| Net increase/(decrease) in cash and cash equivalents | (5,229,345) | 40,933,774 |
The net cash flows used in operating activities for the three months ended March 31, 2026 and the three months ended March 31, 2025 are driven by activities in the management and development of the Rupert Lapland Project Area.
Rupert Resources Management Discussion and Analysis March 31, 2026
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Cash used in investing activities increased to $(7,606,989) in the three months ended March 31, 2026 as compared to $(6,874,591) in the three months ended March 31, 2025. The higher spend in the three months ended March 31, 2026 as compared to the prior period was driven primarily by higher expenditure during the first quarter of 2026 on engineering studies and salaries.
Cash flows from financing activities in the three months ended March 31, 2026 arose solely from proceeds received from the exercises of share options (see “Outstanding share data”).
Quarterly Financial Information
The Company reports in Canadian Dollars. The functional currency of the Company’s assets in Finland is the Euro. The audited consolidated financial statements for the Company were prepared in accordance with IFRS as issued by the IASB.
| Quarter Ended | March 31, 2026 ($) | December 31, 2025 ($) | September 30, 2025 ($) | June 30, 2025 ($) | March 31, 2025 ($) | December 31, 2024 ($)* | November 30, 2024 ($) | August 31, 2024 ($) |
|---|---|---|---|---|---|---|---|---|
| Revenue | — | — | — | — | — | — | — | — |
| Loss from continuing operations (1) | (2,482,163) | (2,771,959) | (1,968,339) | (2,200,737) | (2,507,036) | (4,033,451) | (1,940,842) | (2,783,512) |
| Total comprehensive income (loss) attributable to owners of the parent(2) | (2,839,702) | (5,546,519) | 1,427,256 | 2,717,093 | 3,507,377 | (2,801,527) | (3,141,366) | (1,453,606) |
| Loss from continuing operations per share (3) | (0.01) | (0.01) | (0.01) | (0.01) | (0.01) | (0.02) | (0.01) | (0.01) |
| Total comprehensive income (loss) per share (3) | (0.01) | (0.02) | 0.01 | 0.01 | 0.02 | (0.01) | (0.02) | (0.01) |
- Month ended December 31, 2024, due to the change in fiscal year end from end-February to end-December.
Notes
(1) Disclosed as “Net loss for the period”
(2) Disclosed as “Comprehensive income (loss) for the period”
(3) Basic and diluted
Quarter on quarter variations in loss from continuing operations are driven by movements in general and administration costs, including non-cash share-based payments. Total comprehensive income attributable to owners of the parent additionally reflects currency translation differences arising on translation of foreign operations.
Mineral exploration is typically a seasonal business, and accordingly, the Company’s operating expenses, and cash requirements will fluctuate depending on the season and level of activity.
Results from Operations
Rupert Resources Management Discussion and Analysis March 31, 2026
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| Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ | |
|---|---|---|
| Analysis of Operating Loss: | ||
| General and Administration Costs | ||
| Salaries and benefits | (991,076) | (679,819) |
| Overheads, maintenance and other costs | (373,563) | (505,965) |
| Professional and consulting fees | (354,338) | (417,707) |
| Shareholder communications | (57,840) | (167,237) |
| Transfer agent and exchange fees | (30,538) | (99,741) |
| Travel and vehicle operating costs | (259,599) | (214,505) |
| Regulatory fees | (97,853) | (68,000) |
| Total General and administrative costs | (2,164,807) | (2,152,974) |
| Share-based payments (non-cash) | (785,926) | (684,485) |
| Loss before other items | (2,950,733) | (2,837,459) |
| Gain on redemption of treasury bills | 357,681 | 189,030 |
| Unrealized gain (loss) on marketable securities | 7,000 | (5,347) |
| Interest income | 182,343 | 41,770 |
| Foreign exchange gain | 25,927 | 187,158 |
| Accretion and interest expense | (104,517) | (82,188) |
| Other income | 136 | - |
| Net loss for the period | (2,482,163) | (2,507,036) |
| Currency translation differences | (357,539) | 6,014,413 |
| Comprehensive income (loss) for the period | (2,839,702) | 3,507,377 |
Rupert's net loss totaled $(2,482,163)$ for the three months ended March 31, 2026, with basic and diluted loss per share of $(0.01)$. This compares with a net loss of $(2,507,036)$ with basic and diluted loss per share of $(0.01)$ for the three months ended March 31, 2025. No revenue was recorded in either period.
The net loss decreased by $24,873 due to the following:
- General and administrative expenses increased to $(2,164,807)$, which was $11,833 higher than the comparable period primarily due to increases in salaries and benefits, and travel and vehicle operating costs, partially offset by decreases in professional fees, shareholder communications, overheads, maintenance and other costs, and transfer agent and exchange fees.
- Share-based payments increased by $101,441 to $(785,926) for the three months ended March 31, 2026, as compared to the prior period. Share-based payments will vary from period to period depending upon the number of options, PSUs, and RSUs granted and vested during a period and the fair value of the options, PSUs, and RSUs calculated as at the grant date.
Rupert Resources Management Discussion and Analysis March 31, 2026
- Gain on redemption of treasury bills increased $168,651 to $357,681 for three months ended March 31, 2026, as compared to the prior period. Gains on redemption of treasury bills vary from period to period depending upon the amount of treasury bills purchased and redeemed during a period, and the yield on the treasury bills
Currency translation differences on translating foreign operations of $(357,539) as compared to $6,014,413 for the three months ended March, 2025 is due to volatility in the Euro / Canadian dollar exchange rate. For the purpose of the Condensed, Consolidated Interim Financial Statements, the results and financial position are expressed in Canadian Dollars, however, the functional currency of the Company's subsidiaries, Rupert Finland Oy and Rupert Exploration Finland Oy, is the European Euro, and Rupert Resources Management Solutions Ltd., is the British Pound. This results in the exchange differences on translating foreign operations, primarily on the exploration and evaluation assets, being included in other comprehensive income. A strengthening of the Euro versus the Canadian dollar leading to a positive exchange differences on translating foreign operations.
For analysis regarding how these expenditures related to relevant milestones for Ikkari and anticipated timing and costs to advance Ikkari to further stages, see "Status, Plans and Expenditures" and "Achievement of Plans and Milestones in the three months ended March 31, 2026". For analysis of net movement in exploration and evaluation assets and explanation of the Company's exploration activities in the three months ended March 31, 2026, see "Analysis of Exploration and Evaluation Assets."
Analysis of Exploration and Evaluation Assets
| Rupert Lapland Project Area ($) | |
|---|---|
| Net Book Value | |
| As at January 1, 2025 | 153,678,600 |
| Additions | 4,588,270 |
| Exchange rate movements | 6,071,934 |
| As at March 31, 2025 | 164,338,804 |
| As at January 1, 2026 | 186,963,744 |
| Additions | 8,033,659 |
| Exchange rate movements | (176,870) |
| As at March 31, 2026 | 194,820,533 |
Exploration and development costs within exploration and development assets comprise all costs directly attributable to the exploration of a project area and which are capitalised to that project. The accounting policies of the Company specify that exploration costs are to be denominated in the functional currency of the country in which the asset is located which results in exchange rate movements when translated to the Canadian dollar which are non-cash changes in the balance. The Rupert Lapland Project Area is located in Finland and is thus denominated in Euros.
Rupert Resources Management Discussion and Analysis March 31, 2026
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Exploration and development costs capitalised in the three months ended March 31, 2026 and the three months ended March 31, 2025 of $8,033,659 and $4,588,270 respectively, at the Rupert Lapland Project Area included the continuation of programmes primarily focused on Ikkari, (see: "Discussion of Operations: Rupert Lapland Project Area").
Further analysis of the expenditure on exploration and development assets during the three months ended March 31, 2026 and three months ended March 31, 2025 is set out below:
| Rupert Lapland Project Area | Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ |
|---|---|---|
| Licenses and permits and staking | 353,267 | 209,893 |
| ARO decrease | (8,227) | (2,400,138) |
| Assays | 367,859 | 553,367 |
| Consulting | 357,335 | 155,228 |
| Geophysics | 50,876 | 41,744 |
| Drilling incl. fuel | 2,069,127 | 2,323,951 |
| Equipment rental and software | 195,948 | - |
| Engineering studies | 1,509,088 | 875,312 |
| Transportation | 10,009 | 9,395 |
| Utilities | 41,673 | 32,210 |
| Salaries | 1,822,093 | 1,397,658 |
| Environmental | 1,214,534 | 1,338,448 |
| Depreciation | 50,077 | 51,202 |
| Total | 8,033,659 | 4,588,270 |
Rupert Resources Management Discussion and Analysis March 31, 2026
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Comparison of Actual to Previously disclosed Use of Proceeds
The Company previously disclosed use of proceeds for the March 2025 Public Offering in the short form prospectus of the Company dated March 20, 2025. A comparison of such anticipated use of proceeds to actual expenditures for the twelve months ended March 31, 2026 is set out below:
| | Prospectus
12 months end-March 26 | Actual
12 months end-March 26 | Variance | Comment |
| --- | --- | --- | --- | --- |
| | $'000's | $'000's | $'000's | |
| | | | | |
| | | | | |
| Salaries | 4,363 | 5,478 | - 1,115 | Increased headcount vs budget
Lower unit costs and lower drill metres |
| Drilling and Sampling | 9,266 | 6,713 | 2,553 | Variance due to timing of increase in Pahtavaara environmental bond, assumed Dec 25 in prospectus. Now anticipated from Q2 2026 |
| Licences and Permitting costs | 21,990 | 1,649 | 20,341 | Additional geophysics carried out vs planned |
| Geological Studies | 310 | 1,244 | - 934 | Variance due to timing of studies |
| Feasibility Studies | 9,716 | 4,315 | 5,401 | Variance due to timing of studies and permitting activity |
| Environmental Studies | 6,563 | 5,531 | 1,032 | |
| General Costs | | | | |
| Salaries and Fees | 2,683 | 3,271 | - 588 | Timing and staffing levels |
| Travel and Marketing | 527 | 942 | - 415 | Increased activity |
| Professional fees incl insurance | 1,575 | 1,961 | - 386 | Increased advisory costs |
| Overheads incurred incl. in Finland | 1,721 | 1,237 | 484 | |
| Facility expansion | 1,550 | | 1,550 | Expansion deferred |
| | | | | |
| | 60,263 | 32,341 | 27,922 | |
The above variance have not impacted the Company's ability to achieve business objectives and milestones.
Outstanding Share Data
| Three Months to March 31, 2026 (000's) | Three Months to March 31, 2026 ($) | Three Months to March 31, 2025 (000's) | Three Months to March 31, 2025 ($) | |
|---|---|---|---|---|
| Issued and fully paid Common Shares | ||||
| Opening | 234,619,370 | 350,384,381 | 216,216,898 | 269,212,328 |
| Share Issuances | - | - | 11,500,000(2) | 51,750,000(2) |
| Share issue costs | - | - | - | (3,087,957)(2) |
| Share options exercised | 813,241(1) | 6,189,682(1) | - | - |
Rupert Resources Management Discussion and Analysis March 31, 2026
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| Three Months to March 31, 2026 (000's) | Three Months to March 31, 2026 ($) | Three Months to March 31, 2025 (000's) | Three Months to March 31, 2025 ($) | |
|---|---|---|---|---|
| Shares issued on vesting of PSUs | - | - | - | - |
| Closing | 235,432,611 | 356,574,063 | 227,716,898 | 317,874,371 |
The total number of issued and outstanding Common shares as at the date hereof amounts to 235,432,611.
Notes
(1) During the three months ended March 31, 2026, 813,241 (three months ended March 31, 2025: nil) stock options were exercised at a price of $3.81 to $5.23 (three months ended March 31, 2025 - $nil) per share for total proceeds of $3,976,711 (three months ended March 31, 2025 - $nil). The options exercised had a grant date fair value of $2,212,971 (three months ended March 31, 2025 - $nil) initially recognized in contributed surplus which was transferred to share capital upon exercise of the options.
(2) On March 27, 2025, the Company closed a bought-deal financing and issued 11,500,000 common shares at a price of $4.50 for gross proceeds of $51,750,000. The Company paid cash commissions of $2,587,500, legal fees of $319,863 and other expenses of $180,594.
Stock Options, Restricted Share Units, and Performance Share Units in the Company
The total options outstanding as at the date hereof amount to 2,993,150 with a weighted average exercise price of $4.29 per share, and which will be fully vested by October 29, 2028. The Company also issues PSUs and RSUs to certain members of the management. The total PSUs outstanding as at the date hereof amount to 847,500, which will be fully vested by April 29, 2029, and which in aggregate may settle upon vesting into 1,695,000 newly issued Common Shares. The total RSUs outstanding as at the date hereof amount to 439,596, which will be fully vested by April 29, 2029. The total DSUs outstanding as at the date hereof amount to 356,686, which will be fully vested by April 29, 2029.
The Company recognises as an expense the stock-based compensation based upon the estimated fair value of new stock options granted. The fair value of each stock option or warrant is estimated on the date of grant using the Black-Scholes option pricing model and is expensed over the vesting period.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Liquidity, Capital Resources and Financial Instruments
The Company is not in commercial production on any of its properties and accordingly it does not generate cash from operations and finances its activities by raising capital through issue of equity and convertible debentures.
As at March 31, 2026, the Company had cash at bank and cash equivalents of $89,004,509 (as at December 31, 2025: $94,233,854) and current liabilities of $5,853,476 (December 31, 2025 - $4,980,555). The Company does not enter into lease arrangements or debt facilities to cover working capital requirements.
The Company endeavours to hold all cash and cash equivalents in interest bearing accounts. The Company has not invested in any short-term commercial paper, asset-backed securities or other financial instruments. There are no known or expected trends or fluctuations in the Company's capital resources and which would have a material impact on the capital resources of the Company. The Company mitigates risks associated
Rupert Resources Management Discussion and Analysis March 31, 2026
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with its cash holdings by reviewing the credit ratings of banks with which it places those holdings. Cash holdings kept in Finland are limited to cover short term needs only.
In management's view, the Company holds sufficient financial resources to fund currently planned exploration and development programmes and ongoing operating expenditures over at least the next 12 months. The plans for the Company in the 2026 calendar year are to continue with exploration and development activities in the Rupert Lapland Project Area in accordance with the terms of the Arrangement Agreement. (see "Status, Plans and Expenditures").
Expenditure plans are reviewed and adjusted on a regular basis as appropriate and in line with the financial resources of the Company. Financial commitments are not given to third parties where they would result in undue risk to the financial solvency of the Company going forwards. Payments will be required to maintain the Company's concessions in Finland in good standing and the Company ensures that it holds sufficient financial reserves to meet those payments. The Company only commits to future payments and exploration programmes once it already has the required financial resources to do so. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company.
There are no legal or practical restrictions on the repatriation out of Finland of capital and profits.
As of the date of this MD&A, the Company expects that it will not need to raise additional working capital to meet its contractual obligations and carry out its planned activities for the next 12 months. However, in the future, if the Transaction with Agnico Eagle is not completed, it will continue to be dependent on raising equity capital as required until and unless it reaches the production stage and generates cash flow from operations. To date, the Company has been successful in raising funding from investors and believes that it will continue to be able to attract financial capital as it progressively de-risks and advances Ikkari. If completed, the Transaction will result in Agnico Eagle owning a 100% interest in the Company.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate.
In order to diversify its cash reserve holdings, the Company has held during the twelve months ended March 31, 2026 certain Canadian sovereign treasury bills. There were no changes in the Company's approach to capital management during the three months ended March 31, 2026.
Contractual Obligations
| $ | Payments Due by Period | ||||
|---|---|---|---|---|---|
| Total ($) | Less than 1 year ($) | 1 – 3 years ($) | 4 – 5 years ($) | Greater than 5 years ($) | |
| Asset retirement obligation (1) | 11,045,871 | Nil | Nil | Nil | 11,045,871 |
Notes
(1) See "Discussion of Operations – Pahtavaara Mine"
The cost of maintaining the concession areas of the Company over the 12 months through to March 31, 2027 by payment of taxes is expected to total approximately $2.0 million and has been included in the expenditure plans of the Company.
The Company is not in arrears nor believes that it will be at risk of default with its suppliers and regarding its lease payments. It has no plans to pay dividends until it has commenced commercial production. There
Rupert Resources Management Discussion and Analysis March 31, 2026
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are no capital expenditure commitments and no sources of funding that the Company has arranged but not yet used.
Rupert Resources Management Discussion and Analysis March 31, 2026
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Transactions with Related Parties
Remuneration and benefits of key management personnel and directors of the Company were as follows:
| Salaries and benefits (1) | Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ |
|---|---|---|
| Gunnar Nilsson, Non-Executive Chairman² | 31,250 | 23,499 |
| Graham Crew CEO⁴ | 314,794 | 281,023 |
| Jeffrey Karoly, CFO⁵ | 141,250 | 132,782 |
| Michael Ouellette, Director⁶ | 23,500 | 21,500 |
| Andre Lauzon, Director⁶ ⁷ | 12,250 | 9,500 |
| William Washington, Director⁶ ⁷ | 16,000 | 15,500 |
| Riikka Aaltonen, Director⁶ ⁷ | 12,250 | 9,500 |
| Joanna Pearson, Director⁶ ⁷ | 19,750 | N/A |
| Kim Hagberg, Director⁶ ⁷ | 12,250 | N/A |
| Carol Plummer, Director⁶ ⁷ | 16,000 | N/A |
| Total | 599,294 | 493,304 |
| Share-based Payments – Fair Value of Stock Options, Performance Share Units, and Restricted Share Units Granted | Three Months Ended March 31, 2026 $ | Three Months Ended March 31, 2025 $ |
| --- | --- | --- |
| Gunnar Nilsson, Non-Executive Chairman² | 39,316 | 44,649 |
| James Withall, CEO³ | 70,294 | 191,434 |
| Graham Crew CEO⁴ | 228,642 | 102,220 |
| Jeffrey Karoly, CFO⁵ | 90,436 | 72,722 |
| Susan Milton, Director⁶ ⁷ | 3,410 | 9,258 |
| George Ogilvie, Director⁶ ⁷ | 3,410 | 9,258 |
| Michael Ouellette, Director⁶ | 24,597 | 27,124 |
| Andre Lauzon, Director⁶ ⁷ | 31,968 | 44,822 |
| William Washington, Director⁶ ⁷ | 33,408 | 48,420 |
| Riikka Aaltonen, Director⁶ ⁷ | 31,577 | 43,843 |
| Joanna Pearson, Director⁶ ⁷ | 39,924 | N/A |
| Kim Hagberg, Director⁶ ⁷ | 39,924 | N/A |
| Carol Plummer, Director⁶ ⁷ | 32,873 | N/A |
| Total | 669,779 | 593,750 |
(1) With the exception of the Chief Executive Officer, the Board do not have employment or service contracts with the Company.
(2) The Non-Executive Chairman received a fee of $5,833 per month effective March 1, 2023, increased to $7,916 per month, effective January 1, 2025, together with adhoc committee fees as appropriate and which are expensed as salaries.
(3) Mr. Withall stepped down as Chief Executive Officer, effective October 14, 2024.
Rupert Resources Management Discussion and Analysis March 31, 2026
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(4) Mr. Crew, as Chief Executive Officer of the Company, received a base salary of GBP 26,250 per month. Mr. Crew was appointed as Chief Executive Officer, replacing Mr. Withall, effective October 14, 2024.
(5) The Chief Financial Officer of the Company received a base salary of $26,906 per month from March 1, 2024, increased to $28,924 from January 1, 2025.
(6) Effective March 1, 2023, the Company paid the Non-Executive Directors fees of $9,500 per quarter, increased to $12,250 per quarter from January 1, 2025, together with additional ad hoc committee fees as appropriate.
(7) Ms. Milton and Mr. Ogilvie retired from the Board on January 16, 2024 and April 3, 2024 respectively. Mr. Lauzon, Mr. Washington and Ms. Aaltonen were appointed to the Board on October 23, 2023, December 7, 2023 and January 15, 2024 respectively. Ms. Pearson and Ms. Hagberg were appointed to the Board on April 1, 2025 and Ms. Plummer on June 25, 2025.
On March 31, 2026, the amount of $601,953 (December 31, 2025 - $371,877) was included in accounts payable and accrued liabilities as remuneration due to the Board, Non-Executive Chairman, Chief Executive Officer and Chief Financial Officer of the Company.
Critical Accounting Policies and Estimates
The Company's accounting policies are further described in Note 2 of the Company's audited consolidated financial statements for the twelve months ended December 31, 2025. The Company considers the following judgments and estimates to be most critical in understanding its financial results:
Significant accounting judgments and sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities at the date of the financial statements and the reported amounts of expenditures during the period reported. Management uses its best estimates for these purposes, based on assumptions that it believes reflect the most probable set of economic conditions and planned courses of action.
While actual results could differ materially from these estimates, no specific sources of estimation uncertainty have been identified by management that are believed to have a significant risk of resulting in a material adjustment within the next financial year to the carrying amount of the Company's assets and liabilities as recorded as at March 31, 2026.
Significant items subject to such estimates and judgements include:
Capitalisation of Exploration and Evaluation Assets
Exploration expenditure comprises all costs which are directly attributable to the exploration of a project area. Licence costs are those incurred acquiring mineral rights and include the entry premiums paid to gain access to areas of interest. Mineral Resource costs are those paid to third parties to acquire interests in existing projects.
In accordance with IFRS 6, the Company capitalises as exploration costs within Exploration and Evaluation assets all exploration and evaluation costs, including field exploration and analysis costs relating to specific properties until those properties are brought into production, at which time they will be amortised on a unit-of-production basis or until the properties are abandoned, sold or considered to be impaired in value, at which time an appropriate charge is made.
Exploration and Evaluation assets are reviewed for impairment to determine if a write down of their carrying amount is required. Each exploration project is subject to an annual review by either a consultant or senior Company geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure. In the event that a project does not represent an economic exploration target and results indicate there is no additional
Rupert Resources Management Discussion and Analysis March 31, 2026
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upside, a decision will be made to discontinue exploration. The Board has reviewed the estimated value of each project prepared by management and considers them to be reasonable.
Management has made various estimations regarding the fair value of Exploration and Evaluation assets acquired in the absence of NI 43-101 compliant Mineral Resource data available at acquisition. The fair value of exploration assets acquired has been estimated based on a number of valuation techniques.
Where acquisitions represent transactions between knowledgeable and willing parties on an arm's length basis, the exploration assets acquired have been valued on the basis of the consideration transferred. Where acquisitions are not deemed to represent arm's length transactions, management compare them to similar transactions that are on an arm's length basis taking into account key factors such as certainty over the level of defined resource, processing technology and location infrastructure in order to arrive at a fair valuation.
See "Results from Operations" and "Analysis of Exploration Assets" for further information regarding the valuation of and movements in Exploration and Evaluation assets during the reporting period.
Foreign currencies
The functional currency of the Company is the Canadian Dollar. Exploration costs, disclosed as part of Exploration and Evaluation assets, are denominated in the functional currency of the country in which the asset is located. The Rupert Lapland Project Area, including Ikkari, is located in Finland and is thus denominated in Euros. All resulting unrealised exchange differences arising from variations in the exchange rate between the Euro and the Canadian Dollar are recognised in the profit and loss in "other comprehensive gain (loss)" and accumulated in equity – see "Results from Operations."
Estimation of decommissioning and restoration costs and the timing of expenditure
Decommissioning, restoration and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.
Significant estimates and assumptions are made by management in determining the nature and costs associated with the rehabilitation liability. The estimates and assumptions required include estimates of the timing, extent and costs of rehabilitation activities, technology changes, regulatory changes, and changes in the discount and inflation rates. These uncertainties may result in future expenditures being different from the amounts currently provided.
Changes in the underlying assumptions used to estimate the rehabilitation liability as well as changes to environmental laws and regulations could cause material changes in the expected cost and expected future settlement value.
Share-based payments
Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based non-vested share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
Rupert Resources Management Discussion and Analysis March 31, 2026
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Management's Report on Internal Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures ("DCP") have been designed to provide reasonable assurance that all material information related to the Company is identified and communicated on a timely basis. Management of the Company, under supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for the design and operation of disclosure controls and procedures and has evaluated the effectiveness of the Company's DCP and has concluded that they were effective as at March 31, 2026.
Internal control over financial reporting
The Company's internal control over financial reporting ("ICFR") is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS. However, due to inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud.
As at March 31, 2026, an evaluation was carried out, under the supervision of the Chief Executive Officer, of the design and operating effectiveness of the Company's internal controls over financial reporting, with reference to the Internal Control – Integrated Framework (2013) developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission). Based on this evaluation, the Chief Executive Officer concluded that the internal controls over financial reporting were effective as at March 31, 2026.
National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings also requires Canadian public companies to disclose in their MD&A any change in ICFR that has materially affected, or is reasonably likely to materially affect, ICFR. No material changes were made to the ICFR in the twelve months ended March 31, 2026. Only reasonable, rather than absolute, assurance that misstatements are prevented or detected on a timely basis by ICFR can be provided due to the inherent limitations of the ICFR system. Such limitations also apply to the effectiveness of ICFR as it is also possible that controls may become inadequate because of changes in conditions or deterioration in compliance with policies and procedures.
Management's Responsibility for Financial Information
The Company's audited consolidated financial statements are the responsibility of the Company's management, and have been approved by the Board. The audited consolidated financial statements were prepared by the Company's management in accordance with Canadian generally accepted accounting principles. The unaudited Condensed, Consolidated Interim 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 consolidated financial statements are presented fairly in all material respects.
Approval
The Board has approved the disclosure contained in this MD&A.
Additional Information
Additional information relating to the Company, including the Company's most recent Annual Information Form, is available under the Company's SEDAR+ profile at www.sedarplus.ca or on the Company's website at www.rupertresources.com.
Proposed Transactions
Rupert Resources Management Discussion and Analysis March 31, 2026
Beyond what may be contemplated in this MD&A, there are no decisions that have been taken by the Board of Directors of the Company with respect to any transaction.
Reliance on Professional Advisors and Service Providers
The Company relies on a number of professional advisors and service providers, including external auditors, legal counsel and its accounting service providers. These professionals are subject to their respective professional and/or regulatory requirements, and they may not comply with all regulatory requirements or may fail to perform to their respective professional standards. They may not comply with their obligations to the Company or perform their services in a timely or acceptable manner. The failure of such professionals to comply with their respective regulatory requirements or professional standards could affect the Company in ways that are not predictable, including ways that could have a material adverse effect on the Company's business, prospects, results of operations and financial condition.
Statement Regarding Forward-Looking Information
This MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. Except for statements of historical fact, information contained herein may constitute forward-looking statements and information. Forward-looking statements and information can often, but not always, be identified by the use of words such as "seek", "anticipate", "plan", "estimate", "forecast", "expect", "may", "will", "project", "predict", "potential", "target", "intend", "could", "might", "should" and similar expressions or variations of such words. In particular, forward-looking statements and information contained in this MD&A include, but are not limited to, statements and information pertaining to:
- Mineral Resource and Mineral Reserve estimates;
- targeting additional Mineral Resources and Mineral Reserves and expansion of deposits;
- the Company's expectations, strategies and plans and costings thereof for the Rupert Lapland Project Area, including the Company's planned exploration and development activities;
- the completion of a definitive feasibility study and EIA for the Ikkari project on the timeline contemplated herein, if at all
- 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 Finnish government and from any other applicable government, regulator or administrative body;
- the timing of the EIA submission;
- expectations regarding the ability to secure future financing;
- production and processing estimates;
- future financial or operating performance and condition of the Company and its business, operations and properties;
- the consummation and timing for completion of the Transaction;
- the ownership of the Company following completion of the Transaction;
- the achievement of milestones related to the CVRs;
- the satisfaction of the conditions precedent to the Transaction;
- the receipt and timing of securityholder approval for the Transaction;
- future mineral reserves on the Acquired Properties;
Rupert Resources Management Discussion and Analysis March 31, 2026
- the achievement of commercial production at the Acquired Properties on the timeline contemplated herein, if at all; and
- any other statements that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.
Statements relating to Mineral Reserves or 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.
Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual activities, results, performance, events or achievements of the Company to differ materially from those expressed in, or implied by, such statements and information. Accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements or information contained herein will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom, and readers should not place undue reliance on forward-looking statements or information contained in this MD&A. Risk factors that may cause actual results to differ materially from those anticipated in the forward-looking statements or information herein include, among others:
- mineral exploration, development and operating risks;
- estimation of mineralisation, Mineral Resources and Mineral Reserves;
- environmental, health and safety regulations of the resource industry;
- competitive conditions;
- permitting and licencing risks;
- litigation risks;
- operational risks;
- negative cash flow;
- liquidity and financing risks and risks arising from use of financial instruments;
- funding risk;
- material contract risks;
- exploration costs;
- uninsurable risks;
- conflicts of interest;
- exercise of statutory rights and remedies;
- government policy changes;
- ownership risks;
- artisanal miners and community relations;
- difficulty in enforcement of judgments;
- the Company's staggered board of directors;
- market conditions;
- stress in the global economy;
- current global financial condition;
- current global financial conditions, including inflationary pressures;
Rupert Resources Management Discussion and Analysis March 31, 2026
- the full scale invasion of Ukraine by Russia and the on-going conflict in the Middle East;
- imposition of tariffs and retaliatory tariffs;
- exchange rate and currency risks;
- commodity prices;
- health epidemics or pandemics;
- reliance on key personnel;
- dilution risk;
- payment of dividends;
- the possibility that the Transaction will not be completed on the terms contemplated in the Arrangement Agreement or in the expected timeframe or at all;
- the conditions precedent to the Transaction not being satisfied by the Company or Agnico Eagle in the expected timeframe or at all;
- pending or potential litigation associated with the Transaction;
- the failure to realize the anticipated benefits of the Transaction in the expected timeframe or at all;
- the ability to integrate the Acquired Properties with Agnico Eagle's existing operations in Finland; the ability to achieve commercial production on the Acquired Properties;
- other factors discussed under "Risks and Uncertainties"; and
- other risks and uncertainties described elsewhere in this MD&A.
Although the Company has attempted to identify the important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward-looking statements or information contained or incorporated by reference herein, readers are cautioned that the foregoing list may not be exhaustive.
Furthermore, while the forward-looking statements and information contained in this MD&A are based upon assumptions which the Company believes to be reasonable, the Company cannot assure holders of Common Shares that actual results will be consistent with the forward-looking statements and information included in this MD&A. With respect to forward-looking statements and information contained in this MD&A, the Company has made assumptions regarding, among other things: consummation and timing for completion of the Transaction; 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; 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; ability to obtain financing and assumptions underlying estimates related to adjusted funds from operations. The Company has included the above summary of assumptions and risks related to forward-looking statements and information provided in this MD&A in order to provide holders of Common Shares with a more complete perspective on the Company's future operations and such information may not be appropriate for other purposes.
Forward-looking statements and information contained herein are made as of the date of this MD&A and the Company disclaims any intent or obligation to update any forward-looking statements or information, whether as a result of new information, future events or results or otherwise, other than as required by applicable law. The forward-looking statements and information contained in this MD&A are expressly qualified by the foregoing cautionary statement.
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"CIM Best Practices Guidelines" means the CIM Estimation of Mineral Resource and Mineral Reserves Best Practices Guidelines (November 2019).
CIM Definition Standards
The Mineral Resources and Mineral Reserves for the Company's properties (including as used in the Technical Report) have been estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014 (the "CIM Definition Standards").
The following definitions are reproduced from the CIM Definition Standards:
"Mineral Resource" means a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
"Inferred Mineral Resource" means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource (as defined herein) and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
"Indicated Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors (as defined herein) as described below in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource (as defined herein) and may only be converted to a Probable Mineral Reserve (as defined herein).
"Measured Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve (as defined herein) or to a Probable Mineral Reserve.
"Mineral Reserve" means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study.
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"Probable Mineral Reserve" means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
"Proven Mineral Reserve" means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
For the purposes of the CIM Definition Standards, "Modifying Factors" are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
Rupert Resources Management Discussion and Analysis March 31, 2026