Rupert Resources : MD&A for 3 months end May 31st 2021

RUPERT RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS

FOR THE THREE MONTHS ENDED

MAY 31, 2021

Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three Months Ended May 31, 2020

Dated - July 30, 2021

Introduction

The following interim management's discussion and analysis ("MD&A") of Rupert Resources Ltd. ("Rupert" or the "Company") for the three months ended May 31, 2021 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management's discussion & analysis for the fiscal year ended February 28, 2021 ("Annual MD&A"). This MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since date of the Annual MD&A.

This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the unaudited condensed interim financial statements for the three months ended May 31, 2021 in addition to the audited annual financial statements for the years ended February 28, 2021 and February 29, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS. Information contained herein is presented as of July 30, 2021 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. 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 Rupert Lapland Project including the Ikkari discovery ("Ikkari") and the permitted Pahtavaara mine and mill ("Pahtavaara Mine"), both located within a wider 509km2 regional licence holding in the Central Lapland Greenstone Belt ("CLGB") of Northern Finland. None are situated on Natura 2000 reservations.

The existing mining concession at the Pahtavaara Mine was renewed in June 2019 for a period of 5 years. Exploration licences are valid for up to 15 years and claims for 5 years. Following their expiry, claims can subsequently be applied for as exploration licences. Each are awarded by the Finnish Safety and Chemical Agency ("Tukes") and confer upon the holder exclusive rights of prospecting and exploration for minerals, while mining licences also confer rights of exploitation, and the establishment of facilities for collection and processing of minerals found in the area granted.

The 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.

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three Months Ended May 31, 2020

Dated - July 30, 2021

The Company's outstanding common shares trade on the TSX Venture Exchange under the symbol RUP. As at May 31, 2021, an investor of the Company, Alan Brimacombe, controlled 18,824,300 common shares of the Company or approximately 11% 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 months ended May 31, 2021:

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

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

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

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

Other Events after the Reporting Period

On June 4, 2021, the Company announced that it had closed the May 2021 Financings, raising in total $48.7 million before expenses. The May 2021 Financings comprised an issuance pursuant to the May 2021 Public Offering of 5,658,000 common shares in the capital of the Company (the "Common Shares") at a price of $5.30 per Common Share (the "Offering Price") for gross proceeds of approximately $29,987,400, which included the exercise, in full, of the underwriter's Over-Allotment option of an additional 738,000 Common Shares. The company also issued 3,522,000 Common Shares at the Offering Price in the concurrent May 2021 Private Placement on substantially the same terms as the Public Offering (for gross proceeds of $18,666,600), which included 442,000 Common Shares pursuant to the Over-Allotment option granted to the participants in May 2021 Private Placement.

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

On July 6, 2021 the Company reported drill results from its Heinä South target.

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

Potential Dilution

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

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three Months Ended May 31, 2020

Dated - July 30, 2021

Operating performance

Rupert Lapland Project Area, CLGB, Northern Finland

The work program at the Rupert Lapland Project area is designed to identify and evaluate the mineral potential contained in Rupert's 509km2 land package in the CLGB, including the Pahtavaara Mine. In July 2020 Rupert commenced a 40,000 to 50,000 metres ("m") (subsequently increased to circa 60,000m) diamond drill program to further evaluate six new discoveries made within the Rupert Lapland Project area, as well as continuing to generate new targets. Excluding at the Pahtavaara Mine, 46,330m had been drilled between May 2020 and end-June2021, including 36,020m at Ikkari. This program will be increased with the aim of expanding areas of known mineralisation and delineating further mineralisation from Rupert's successful base of till ("BoT") programme. Drill rigs from local contractors have been secured to execute Rupert work programs for the next two years.

BoT sampling continues across the Rupert Lapland Project area, with 14,537 samples collected to end-June 2021 over geophysical anomalies of interest.

Pahtavaara Mine

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

Central Finland

Hirsikangas

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

Canada

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

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

Financial performance

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three Months Ended May 31, 2020

Dated - July 30, 2021

Three months ended May 31, 2021, compared with three months ended May 31, 2020

Rupert's net loss totaled $1,677,544 for the three months ended May 31,2021 with basic and diluted loss per share of $0.01. This compares with a net loss of $1,059,544 with basic and diluted loss per share of $0.01 for the three months ended May 31, 2020. No revenue was recorded in either period.

The net loss increased by $618,000 due to the following:

Share-based payments increased by $165,285 as a result of the stock options vested.

General and administrative expenses increased to $992,023, which was $350,113 higher than the comparable period primarily due to increases in overheads, maintenance and other costs of $194,113, professional fees of $45,604, shareholder communications of $46,472, and salaries and wages of $37,207.

Comparison of Actual to Budgeted Expenditure

In the Short Form Prospectus of the Company dated July 21, 2020, use of proceeds through to end-2021 totalled $24.2million, including the full Over-Allotment which was exercised. A comparison of the budgeted to actual expenditures for the nine months to end-May 2021 is set out below:

			9m/e May 31, 2021
			Prospectus	Actual	Variance	Comment	on Variance
			$000's	$000's		$000's
Salaries			1,310	1,959		649	Additional	exploration	-related	staffing
Mine exploration			1,600	1,033	-	567	Underspend	due to	less drill metres
Regional Projects
new anomaly			1,648	1,759		111
Regional Diamond Drilling	9,113	8,764	-	349	Rate and unit cost of diamond drilling
Mineral Resource Estimates	75	-	-	75	Timing
Geological Studies			110	219		109
Corporate / Other		2,169	3,390		1,221	Management	bonus	+ professional fees+fx on cash holdings
Licences			1,014	950	-	64	Timing
Total			17,039	18,074		1,035

Liquidity and Capital Resources

As at May 31, 2021, the Company had working capital of $12,255,253 (February 28, 2021 - $19,475,378). This included inter alia cash and cash equivalents of $14,229,126 (February 28, 2021 -$21,724,305). The Company is seeking additional sources of liquidity (see "Other Events after the Reporting Period"). There

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