Rupert Resources Ltd. — Share Issue/Capital Change 2025

Mar 27, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Rupert Resources Ltd. (the “Company”)
82 Richmond Street East
Suite 203, Toronto,
Ontario M5C 1P1

Item 2: Date of Material Change

March 18, 2025 and March 27, 2025.

Item 3: News Release

News releases announcing the material change were disseminated on March 18, 2025 and March 27, 2025 through the facilities of Canada Newswire and Business Wire, respectively. A copy of each news release has been filed under the Company’s profile on SEDAR+.

Item 4: Summary of Material Change

On March 18, 2025, the Company entered into an agreement with Cormark Securities Inc. (the “Lead Underwriter”), as lead underwriter on behalf of a syndicate of underwriters, pursuant to which the Underwriters (as defined below) agreed to purchase on a bought deal basis 10,000,000 common shares of the Company (the “Shares”) at a price of C$4.50 per Share (the “Offering Price”), representing total gross proceeds of C$45.0 million (the “Offering”). The Company also granted the Underwriters an option (the “Over-Allotment Option”), exercisable at the Offering Price for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any, on the same terms as the Offering.

On March 27, 2025, the Company closed the Offering of 11,500,000 Shares issued at the Offering Price for gross proceeds of C$51,750,000.00 which included the exercise, in full, of the Over-Allotment Option.

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On March 18, 2025, the Company entered into an agreement with the Lead Underwriter, as lead underwriter on behalf of a syndicate of Underwriters, pursuant to which the Underwriters agreed to purchase on a bought deal basis 10,000,000 Shares at the Offering Price, representing total gross proceeds of C$45.0 million. The Company also granted the Underwriters the Over-Allotment Option.

On March 27, 2025, the Company closed the Offering of 11,500,000 Shares issued at the Offering Price for gross proceeds of C$51,750,000.00 which included the exercise, in full, of the Over-Allotment Option. The Offering was conducted by the Lead Underwriter, as lead underwriter and sole bookrunner, and BMO Capital Markets, Scotia Capital Inc. and Canaccord Genuity Corp. (collectively, the “Underwriters”).

The Shares were offered by way of a prospectus supplement dated March 20, 2025 (the “Prospectus Supplement”) to the Company’s existing Canadian base shelf prospectus dated December 16, 2024 filed in British Columbia, Alberta, Ontario, New Brunswick and Newfoundland and Labrador. The Shares were also offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and in offshore jurisdictions on a private placement basis as agreed upon by the Company and the Underwriters, in each case in accordance with all applicable laws.

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5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

For further information, please contact Jeffrey Karoly, Chief Financial Officer of the Company, by telephone at +44 (0)754-537-2852 or email at jkaroly@rupertresources.com.

Item 9: Date of Report

March 27, 2025