Rupert Resources : MD&A for 3 and 9 months ended November 2021

RUPERT RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED

NOVEMBER 30, 2021

Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2021

Dated - January 21, 2022

Introduction

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

This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the unaudited condensed interim financial statements for the three and nine months ended November 30, 2021 in addition to the audited annual financial statements for the years ended February 28, 2021 and February 29, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS. Information contained herein is presented as of January 21, 2022 unless otherwise indicated.

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

Description of Business

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

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

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

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

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2021

Dated - January 21, 2022

of directors and officers of Rupert, the remainder of the Company's outstanding common shares are widely held. These holdings can change at any time at the discretion of the owner.

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

Ikkari

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

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

Ikkari Inferred Mineral Resource

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

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

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2021

Dated - January 21, 2022

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

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

Pahtavaara Mine

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

Overall Performance

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

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

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

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

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

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

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

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

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

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Rupert Resources Ltd.

Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2021

Dated - January 21, 2022

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

On September 13, 2021 the Company announced a maiden NI 43-101-compliant MRE for Ikkari of 49Mt at

2.5 g/t Au for 3.95 million ounces and based upon 36,000 metres of diamond drilling to end-June 2021. On November 29, 2021 new drill results from Heinä Central and Ikkari were announced.

Other Events after the Reporting Period

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

Potential Dilution

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

Operating performance

Rupert Lapland Project Area, CLGB, Northern Finland

Regional Exploration Program, including Ikkari

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

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

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

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

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

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

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