Rupert Resources : MD&A for 9 months ended November 2022

RUPERT RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED

NOVEMBER 30, 2022

Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2022

Dated - January 26, 2023

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, 2022 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, 2022 ("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, 2022 in addition to the audited annual financial statements for the years ended February 28, 2022 and February 28, 2021, 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 26, 2023 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 714 square kilometre ("km2") 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.

Within the Rupert Lapland Project Area, the Company is principally focussed on the Ikkari project ("Ikkari" or the "Ikkari Project" or the "Project").

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2022

Dated - January 26, 2023

In November 2022 the Company announced the completion of a NI 43-101-compliant Preliminary Economic Assessment ("PEA") and which included an updated mineral resource estimate ("MRE") for the Rupert Lapland Project including the Ikkari, Pahtavaara and Heina Central deposits - see the technical report entitled "Preliminary Economic Assessment Ikkari and Pahtavaara - Finland" with an effective date of January 10, 2023 prepared by Tetratech Limited Ltd. (the "Ikkari PEA"). The Ikkari PEA is available on SEDAR (www.sedar.com).

The Ikkari PEA 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 (years 10-

1. and Pahtavaara-derived concentrate (years 11-24). The after-tax Net Present Value ("NPV") (5% discount rate) is US$1.6 billion, with and unlevered internal rate of return ("IRR") of 46% and payback within 2 years, assuming a gold ("Au") price of US$1,650 per Troy ounce ("oz"). Over the 22-year life of mine ("LOM"), the PEA demonstrates recovered gold of 4.25 million ounces ("Moz Au"), with average annual production of 200,000 Troy ounces ("ozs") Au. Open pit operation is expected to support average annual production of 220,000 ozs Au.

The MRE as disclosed in the Ikkari PEA comprises 48 million tonnes ("Mt") at 2.5 grams per tonne gold ("g/t Au") in the Indicated category for 3.86Moz Au, together with 20Mt at 1.9g/t Au in the Inferred category for 1.26Moz Au. The MRE for the Rupert Lapland project is set out in further detail on the following page. The Ikkari PEA should be referred to for further information:

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Mineral Resource Estimate for the Rupert Lapland Project Area
Classification	Target Area	Mining Method	Cut-off	Tonnage (Mt)	Gold grade	Gold contained
Au (g/t)
Au (g/t)	Kg	Ounces
		Open Pit	0.5	30,000,000	2.5	75,000	2,400,000
	Ikkari	Underground	1.0	16,500,000	2.4	40,000	1,280,000
		Total		46,400,000	2.5	110,000	3,680,000
Indicated		Open Pit	0.5	900,000	2.2	1,900	60,000
	Pahtavaara	Underground	1.5	1,000,000	3.7	3,700	120,000
		Total		1,900,000	3.0	5,600	180,000
	Indicated Total			48,300,000	2.5	120,000	3,860,000
		Open Pit	0.5	3,100,000	1.5	4,800	150,000
	Ikkari	Underground	1.0	8,700,000	2.0	17,000	550,000
		Total		11,800,000	1.9	22,000	710,000
	Pahtavaara	Open Pit	0.5	3,700,000	1.6	5,900	190,000
	Underground	1.5	2,200,000	3.1	6,800	220,000
Inferred
	Total		5,900,000	2.1	13,000	410,000
	Heinä Central	Open Pit	0.5	2,200,000	1.7	3,800	120,000
	(not included in mining	Underground	1.2	400,000	2.1	900	30,000
	inventory)	Total		2,700,000	1.8	4,700	150,000
	Inferred Total			20,400,000	1.9	39,000	1,260,000

The above Mineral Resource estimate included in the Preliminary Economic Assessment titled "Preliminary Economic Assessment Ikkari and Pahtavaara - Finland" with an effective date of January 10, 2023 prepared by Tetratech Limited Ltd. (the "Ikkari PEA") is reported according to the classification criteria set out in the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards for Mineral Resources and Reserves ("CIM Definition Standards"). These standards are internationally recognized and allow the reader to compare the Mineral Resource with that reported for similar projects. The results of the Ikkari PEA are set forth in an independent technical report prepared in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101") which was filed on SEDAR under the Company's profile on January 11, 2023. Readers are cautioned that the Ikkari PEA is preliminary in nature and is intended to provide an initial assessment of the project's economic potential and development options. The Ikkari PEA mine schedule and economic assessment includes numerous assumptions and is based on both Indicated and Inferred mineral resources. Inferred resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the Ikkari PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classification of the inferred mineral resources to be considered in future advanced studies. The Mineral Resource estimate for the Project is reported in accordance with National Instrument 43-101 ("NI 43-101") and has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines". The Mineral Resource estimates for Ikkari and Pahtavaara were calculated using the multiple indicator kriging method (MIK) and are classified as a combination of Indicated and Inferred as defined by the CIM. The Mineral Resource Estimate for Heinä Central was calculated using ordinary kriging method, and is classified as Inferred as defined by the CIM, and has not been included in the mining inventory. Numbers are affected by rounding. For Pahtavaara, the estimate was reported using cut-offs of 0.5g/t Au for mineralisation potentially mineable by open pit methods and 1.5g/t Au for that portion that is potentially extractable by underground methods, using recoveries of 89%. For Ikkari, the estimate was reported using cut-offs of 0.5g/t Au for mineralisation potentially mineable by open pit methods and 1.0g/t Au for that portion that is potentially extractable by underground methods, using recoveries of 95%. For Heinä Central, the estimate is reported using cut-offs of 0.5g/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, using recoveries of 78%. All estimations use a gold price of EUR1650/oz to generate cut-off grades, recoveries as stated and costs derived from Ikkari PEA estimates.

Description of Business (contd.)

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 is actively seeking additional sources of liquidity and reducing discretionary expenditures where possible in order to preserve and enhance its liquidity.

The Company's outstanding common shares trade on the Toronto Stock Exchange ("TSX") under the symbol RUP. As at November 30, 2022, an investor of the Company, Agnico Eagle Mines Limited (TSX: AEM), controlled to the best knowledge of the directors and officers of the Company, 28,644,011 common shares of the Company or approximately 15% 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.

Overall Performance

The following significant events occurred during the three and nine months ended November 30, 2022:

On March 9, 2022, the Company announced that Agnico Eagle Mines Limited ("Agnico") had exercised warrants issued in the Company's private placement of February 2020 (see press release dated February 11, 2020) to acquire 11,543,704 common shares in the Company for net proceeds to the Company of $11,543,704 (the "Warrants"). Following this transaction Agnico held 28,644,111 common shares, equivalent to 15.1% of the issued ordinary shares in the Company or 14.5% on a fully diluted basis. This exercise of the Warrants, which were scheduled to expire on February 11, 2023, related to the Company's acceleration of the expiry of the Warrants in accordance with their terms as a result of the trading price of the Company's common shares exceeding $1.25 for 20 consecutive trading days on February 11, 2022.

During the nine months ended November 30, 2022, 1,145,000 share options were exercised at a price of $0.87 to $3.20 per share for total proceeds of $1,217,700.

On March 16, 2022, further drill results were reported for Ikkari and Heinä South

On May 11, 2022, further drill results were reported for Ikkari and Heinä South.

On June 7, 2022, further drill results were reported for Ikkari

On June 14, 2022, the Company granted 745,000 stock options at a price of $5.23 per share to certain officers and employees of the Company, expiring on June 13, 2027. The options vest 1/3 on each of June 13, 2023, June 13, 2024 and June 13, 2025.

On June 14, 2022, the Company announced that pursuant to the Company's amended and restated equity incentive plan dated August 4, 2021, that it had granted 140,852 PSUs to certain officers and employees of the Company. The PSUs will vest in two tranches based on certain corporate performance objectives and each PSU will convert into up to one common share of the Company, or the cash equivalent thereof, subject to the level of achievement of such performance objectives.

On August 17, 2022, the Company announced drill results at a new mineralized zone 0.5km north of Ikkari and reported further results from Heina Central, which is located in the Rupert Lapland Project Area, circa 1km to the north of Ikkari.

On September 19, 2022, the Company reported on drilling results from the start of its 2022-23 exploration programme, together with an operational update.

On November 28, the Company announced the Ikkari PEA (see "Description of Business").