Rupert Resources : Financial Statements for the three months ended 31 March 2025

Published: 2025-05-15 16:59:23 ET RUP.TO

Published on 05/15/2025 at 16:59

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED

MARCH 31, 2025 AND MAY 31, 2024

(EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED)

The accompanying unaudited condensed consolidated interim financial statements of Rupert Resources Ltd. (the "Company") are the responsibility of management and the Board of Directors.

The unaudited condensed consolidated interim financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed consolidated interim financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the unaudited condensed consolidated interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the unaudited condensed consolidated interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the unaudited condensed consolidated interim financial statements; and (ii) the unaudited condensed consolidated interim financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the years presented by the unaudited condensed consolidated interim financial statements.

The Board of Directors is responsible for reviewing and approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed consolidated interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of management. The unaudited condensed consolidated interim financial statements have not been reviewed by the Company's auditors.

Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars)

(Unaudited)

As at March 31,

2025

As at December 31,

2024

ASSETS

Current assets

Cash and cash equivalents (note 3)

$ 85,678,319

$ 44,744,545

Marketable securities (note 4)

125,603

121,525

Prepaids and sundry receivables (note 5)

1,253,757

1,166,584

87,057,679

46,032,654

Non-current assets

Restricted cash (note 6)

1,460,700

1,401,038

Property, plant and equipment (note 7)

7,809,715

7,336,196

Exploration and evaluation assets (note 8)

164,338,804

153,678,600

$ 260,666,898

$ 208,448,488

Amounts payable and accrued liabilities (notes 9 and 15)

$ 6,067,378

$ 5,115,992

6,067,378

5,115,992

Non-current liabilities

Asset retirement obligation (note 10)

10,344,947

12,227,570

16,412,325

17,343,562

Shareholders' Equity

Share capital (note 11)

317,874,371

269,212,328

Contributed surplus (note 11)

8,630,047

7,649,820

Cumulative translation adjustment

9,853,088

3,838,675

Equity portion of convertible debentures

75,700

Deficit

(92,178,633)

(89,671,597)

244,254,573

191,104,926

Total liabilities and shareholders' equity

$ 260,666,898

$ 208,448,488

Nature of Operations (note 1) Commitments and Contingencies (note 17) Subsequent Events (note 18)

Approved on behalf of the Board:

(Signed) "Gunnar Nilsson" Director

(Signed) "Graham Crew"

Director

Ended

March 31,

May 31,

2025

2024

Operating expenses

General and administrative expenses (note 12)

$ 2,152,974

$ 1,841,563

Share-based payments (notes 11 and 15)

684,485

293,005

Depreciation (note 7)

71,682

Loss before other items

(2,837,459)

(2,206,250)

Gain on redemption of treasury bills (note 3)

189,030

198,309

Unrealized loss on marketable securities (note 4)

(5,347)

(83,669)

Interest income (note 3)

41,770

74,490

Accretion and interest expense (notes 10)

(82,188)

(584)

Foreign exchange gain

187,158

278,138

Other income

538

Net loss for the period

(2,507,036)

(1,739,028)

Other comprehensive gain (loss)

Item that will be reclassified subsequently to income

Exchange differences on translating foreign operations (note 13)

6,014,413

993,202

Comprehensive income (loss) for the period

$ 3,507,377

$ (745,826)

Basic and diluted net (loss) per share (note 14)

$ (0.01)

Weighted average number of common shares

outstanding - basic and diluted (note 14)

216,728,009

204,062,479

Condensed Consolidated Interim Statements of Cash Flows (Expressed in Canadian Dollars)

(Unaudited)

Three Months

Ended

March 31,

May 31,

2025

2024

Operating activities

Net loss for the period

$ (2,507,036)

$ (1,739,028)

Adjustments for:

Share-based payments

684,485

293,005

Unrealized loss on marketable securities

5,347

83,669

Depreciation

71,682

Foreign exchange

10,538

(52,090)

Accretion and interest expense

82,188

584

Changes in non-cash working capital items:

Prepaids and sundry receivables

(87,173)

230,121

Amounts payable and accrued liabilities

957,973

738,443

(853,678)

(373,614)

Financing activities

Performance share units settled in cash

(16,044)

Proceeds from exercise of options

1,244,750

Proceeds from private placement

51,750,000

Share issuance costs

(3,087,957)

Lease liability payments

(17,842)

48,662,043

1,210,864

Investing activities

Expenditure on exploration and evaluation assets

(6,648,051)

(11,006,629)

Deposits for restricted cash

(2,225)

Purchase of property, plant and equipment, net of disposals

(224,315)

25,762

(6,874,591)

(10,980,867)

Net change in cash and cash equivalents

40,933,774

(10,143,617)

Cash and cash equivalents, beginning of period

44,744,545

36,829,838

Cash and cash equivalents, end of period

$ 85,678,319

$ 26,686,221

Supplemental information:

Interest income

$ 41,770

$ 74,490

Share Capital

Cumulative Translation

Adjustment

Contributed Surplus

Convertible Debentures

Deficit

Total

Balance, December 31, 2024

$ 269,212,328

$ 3,838,675

$ 7,649,820

$ 75,700

$ (89,671,597)

$ 191,104,926

Private placement (note 11)

51,750,000

Share issue costs (note 11)

(3,087,957)

Share-based payments (note 11)

980,227

Net income (loss) and comprehensive income (loss) for the period

6,014,413

(2,507,036)

3,507,377

Balance, March 31, 2025

$ 317,874,371

$ 9,853,088

$ 8,630,047

$ 75,700

$ (92,178,633)

$ 244,254,573

Balance, February 29, 2024

Shares issued for performance

$ 228,950,501

$ 1,484,167

$ 7,971,472

$ 75,700

$ (79,174,764)

$ 159,307,076

share unit awards (note 11) 25,623

(41,667)

(16,044)

Stock options exercised (note 11) 1,809,854

(565,104)

1,244,750

Share-based payments (note 11)

319,735

Net income (loss) and comprehensive income (loss) for the period

993,202

(1,739,028)

(745,826)

Balance, May 31, 2024

$ 230,785,978

$ 2,477,369

$ 7,684,436

$ 75,700

$ (80,913,792)

$ 160,109,691

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

- 4 -

Rupert Resources Ltd. (the "Company" or "Rupert") is a company incorporated under the laws of the Province of British Columbia. The Company is currently seeking out viable mineral exploration and evaluation opportunities and its primary projects located in Finland. The business of exploring for minerals involves a high degree of risk and there can be no assurance that planned exploration programs will result in profitable mining operations. The Company's primary office is The Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1.

The Company's outstanding common shares trade on the Toronto Stock Exchange under the symbol RUP. As at March 31, 2025, an investor of the Company, Agnico Eagle Mines Limited, controlled 28,644,111 common shares of the Company or approximately 12.6% 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.

Statement of Compliance

These unaudited condensed consolidated 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 as issued by IASB and interpretations issued by IFRIC.

The policies applied in these unaudited condensed consolidated interim financial statements are based on IFRS issued and outstanding as of May 15, 2025, the date on which the Board of Directors approved the unaudited condensed consolidated interim financial statements. The same accounting policies and methods of computation are followed in these unaudited condensed consolidated interim financial statements as compared with the most recent annual financial statements as at and for the ten months ended December 31, 2024, except as noted below. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending December 31, 2025 could result in restatement of these unaudited condensed consolidated interim financial statements.

Change in Year-End

On December 10, 2024, the Company changed its financial year-end from February 28 to December 31. The Company has changed its fiscal year end in order to better align the Company's financial disclosure with peers and for operational and administrative efficiency. The change in year-end resulted in the Company filing a one-time, ten-month transition year covering the period March 1, 2024 to December 31, 2024. The information presented in these consolidated financial statements is for the three months ended March 31, 2025, compared to the three months ended May 31, 2024.

New Accounting Policies Adopted

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded.

Future Accounting Pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2026. Many are not applicable or do not have a significant impact to the Company and have been excluded.

Cash

$ 59,603,900

$ 11,861,135

Treasury bills

25,974,419

32,783,410

Guaranteed investment certificates ("GIC's")

100,000

Total

$ 85,678,319

$ 44,744,545

The GIC's earn interest at 2.25%, mature one year from the date of purchase and provide security for the Company's credit cards.

The treasury bills earn interest at 2.56%, and mature 42 days from the date of purchase.

During the three months ended March 31, 2025, the Company recorded a gain on redemption of treasury bills of

$189,030 (three months ended May 31, 2024 - $198,309) and interest income from treasury bills of $1,980 (three months ended May 31, 2024 - $7,275) in profit or loss.

During the three months ended March 31, 2025, the Company recorded interest income of $39,790 (three months ended May 31, 2024 - $67,215) in profit or loss.

Renegade Gold Inc. - 150,000 common shares (note 8)

$ 21,000

$ 24,750

Northgold AB - 1,116,000 common shares

104,603

96,775

Total

$ 125,603

$ 121,525

During the three months ended March 31, 2025, the Company recorded an unrealized loss on marketable securities of

$5,347 (three months ended May 31, 2024 - $83,669) in profit or loss.

During the three months ended March 31, 2025, the Company recorded foreign exchange gain of $9,425 (three months ended May 31, 2024 - foreign exchange loss of $7,207) in profit and loss.

Prepaid expenses and sundry receivables

$ 449,471

$ 362,233

Other receivable

17,776

193,568

Sales tax receivable

786,510

610,783

$ 1,253,757

$ 1,166,584

In connection with the acquisition of the Pahtavaara Gold Mine, the Company purchased environmental bonds of EURO 850,000 for the sole purpose of settling the future restoration obligations of the Pahtavaara Gold Mine (note 10). Furthermore, in connection with Rupert Lapland Project Area, the Company has also purchased exploration-related bonds totalling EURO 53,500. The bonds are not interest-bearing and have no maturity date. This cash is not available for general corporate purposes.

Balance, December 31, 2024

$ 1,401,038

Additions

2,225

Foreign exchange adjustment

57,437

Balance, March 31, 2025

$ 1,460,700

Equipment and

Machinery Land Buildings Total

Three Months Ended March 31, 2025

At December 31, 2024

$ 1,246,655 $

2,937,184

$ 3,152,357 $

7,336,196

Additions

10,384

211,672

2,259

224,315

Foreign exchange differences

50,379

126,439

123,588

300,406

Depreciation

(16,186)

(35,016)

(51,202)

At March 31, 2025

$ 1,291,232 $

3,275,295

$ 3,243,188 $

7,809,715

Ten Months Ended December 31, 2024

At February 29, 2024

$ 2,204,693 $

2,888,388

$ 3,188,426 $

8,281,507

Additions

15,588

34,170

49,758

Impairment/disposals

(941,831)

Foreign exchange differences

32,547

48,796

51,524

132,867

Depreciation

(64,342)

(121,763)

(186,105)

At December 31, 2024

$ 1,246,655 $

2,971,354

$ 3,118,187 $

7,336,196

Depreciation has not been charged on construction in progress, and certain buildings and equipments as they have been determined by management not to be available for use.

The Company's exploration and evaluation assets consist of the following:

Rupert Lapland Project Area

Balance, December 31, 2024

$ 153,678,600

Acquisition Costs

Licenses and permits

209,893

$ 153,888,493

Exploration and Evaluation Costs

Assays

$ 553,367

Consulting

155,228

Geophysics

41,744

Drilling

2,323,951

Transportation

9,395

Pre-feasibility study

875,312

Asset retirement obligation decrease (note 10)

(2,400,138)

Utilities

32,210

Salaries

1,397,658

Environmental

1,338,448

Depreciation

51,202

Foreign exchange differences

6,071,934

Balance, March 31, 2025

$ 164,338,804

Pahtavaara Gold Mine

On August 30, 2016, the Company exercised the option with the bankruptcy estate of Lappland Goldminers Oy to acquire the Pahtavaara gold mine, mill and exploration permits and concessions that represented a 124km2 land package in Finland in the Central Lapland Greenstone Belt (the "Pahtavaara Gold Mine"). The purchase price for the acquisition was US$2,500,000, structured as a US$500,000 cash payment which was made upon the completion of the acquisition in November 2016 and a 1.5% production royalty, capped at US$2,000,000, payable on go-forward revenues generated when gold production resumes. The production royalty, which is considered contingent consideration, was valued at $nil on the date of acquisition and as at March 31, 2025 and March 31, 2024.

The Rupert Lapland Project Area includes the Ikkari discovery and the The Pahtavaara Gold Mine.

During the year ended February 28, 2021, the Company entered into an arm's length, definitive agreement to joint venture the Company's Gold Centre property in Red Lake, Ontario with Trillium Gold Mines Ltd. ("Trillium" or "TGM").

Rupert and Trillium had formed an unincorporated joint venture with respect to the Gold Centre property. Trillium has an 80% participating interest (a "Participating Interest") in the joint venture and Rupert had a 20% carried Participating Interest. In order to maintain its 80% Participating interest, Trillium was required to spend $2,000,000 per annum in each of the first five years and $500,000 in each subsequent year. Further, Trillium issued to Rupert 500,000 common shares upon the start date of the joint venture and in order to maintain its Participating Interest, was to issue 500,000 common shares on each anniversary thereof for the subsequent three years, for a total of 2,000,000 common shares.

During the twelve months ended February 29, 2024, Trillium changed its name to Renegade Gold Inc. ("Renegade") and consolidated its outstanding common shares on a 1 for 10 basis. As at March 31, 2025, Renegade had issued to Rupert 150,000 common shares since the start date of the joint venture (note 4). A notice of termination of the joint venture was received during the twelve months ended February 29, 2024 and the Gold Centre property reverted to the Company.

As of March 31, 2025, the Gold Centre property had a value of nil. During the ten months ended December 31, 2024, the property was sold for $10,000.

Trade payables

$ 3,070,030

$ 3,035,546

Accrued liabilities

2,997,348

2,080,446

$ 6,067,378

$ 5,115,992

Balance, December 31, 2024

$ 12,227,570

Foreign exchange adjustment

435,327

Present value adjustment

(2,400,138)

Accretion expense

82,188

Balance, March 31, 2025

$ 10,344,947

Balance, February 29, 2024

$ 11,340,516

Foreign exchange adjustment

189,533

Add: increase in restoration provision

431,640

Present value adjustment

265,881

Balance, December 31, 2024

$ 12,227,570

In August 2016, as part of the acquisition of the Pahtavaara Gold Mine, the Company recognized obligations for future site restoration. Although the ultimate amount of the future site restoration is uncertain, the fair value of the obligation was based on information currently available, including disturbances made to date, closure plans and applicable regulations. The amounts and timing of the closure plans will vary depending on a number of factors including alternative mine plans.

These obligations are expected to be settled at the end of the mine life which is estimated to be in 23.92 years ( (December 31, 2024 - 24.17 years). The asset retirement obligation was revalued on March 31, 2025 using a discount rate of 3.5% (December 31, 2024 - 3.0%) and average inflation rate of 1.45% (December 31, 2024 - 1.85%) per annum.

The increase in the restoration provision in the prior year is related to an increase in the estimated future cash flows required to complete the retirement obligation. The estimated undiscounted cash flows of the future obligation as at March 31, 2025 and December 31, 2024 is $16,618,037.

Refer to note 6 for assets pledged and restricted for the purposes of settling future site restoration obligations. Refer to note 17 for contingencies related to the mine.

Authorized Share Capital

The authorized share capital of the Company is an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. All issued shares, consisting only of common shares are fully paid.

Issued Share Capital

As at March 31, 2025, the issued share capital amounted to $317,874,371. There were the following changes in issued share capital for the three months ended March 31, 2025 and May 31, 2024:

Number of

Common Shares

Amount

Balance, December 31, 2024

216,216,898

$ 269,212,328

Private placement (1)

11,500,000

51,750,000

Share issue costs (1)

(3,087,957)

Balance, March 31, 2025

227,716,898

$ 317,874,371

Balance, February 29, 2024

203,889,423

$ 228,950,501

Shares issued for performance share unit awards (2)

5,283

25,623

Stock options exercised (3)

480,000

1,809,854

Balance, May 31, 2024

204,374,706

$ 230,785,978

(1) On March 27, 2025, the Company closed a private placement and issued 11,500,000 common shares at a price of

$4.50 (the "Offering Price") 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.

(2) During the three months ended March 31, 2025, the Company settled nil (three months ended May 31, 2024 -8,591) performance share units ("PSUs"). Nil (three months ended May 31, 2024 - 5,283) of the PSUs were exercised into common shares and $nil (three months ended May 31, 2024 - $25,623) was reclassified from contributed surplus to share capital. Nil (three months ended May 31, 2024 - 3,308) PSUs were settled through a cash payment of $nil (three months ended May 31, 2024 - $16,044).

(3) During the three months ended March 31, 2025, (three months ended May 31, 2024 - 480,000) stock options were exercised at a price of $nil (three months ended May 31, 2024 - $0.87 to $3.20) per share for total proceeds of $nil (three months ended May 31, 2024 - $1,244,750). The options exercised had a grant date fair value of $nil (three months ended May 31, 2024 - $565,104) initially recognized in contributed surplus which was transferred to share capital upon exercise of the options.

Stock Options

The Company has an incentive stock option plan in place under which it is authorized to grant options to directors and employees to acquire up to 10% of the Company's issued and outstanding common shares. Under the plan, the exercise price of each option may not be less than the market price of the Company's stock as calculated on the date of grant less the applicable discount. The options can be granted for a maximum term of 10 years and vesting periods are determined by the Board of Directors.

The following table reflects the continuity of stock options for the three months ended March 31, 2025 and May 31, 2024:

Stock Options (continued)

Number of Stock Options

Weighted Average Exercise Price ($)

Balance, December 31, 2024 and March 31, 2025

3,609,098

4.39

Balance, February 29, 2024

5,293,481

3.23

Granted (4)

1,121,117

4.09

Exercised (3)

(480,000)

2.59

Balance, May 31, 2024

5,934,598

3.45

(4) On May 31, 2024, the Company granted 1,121,117 stock options at a price of $4.09 per share to a certain officers, directors and employees of the Company, expiring on May 30, 2029. The fair value of these options at the date of grant was estimated using the Black-Scholes option pricing model with the following assumptions: a five year expected average life; share price of $4.35; 61.66% expected volatility; risk-free interest rate of 3.67%; and an expected dividend yield of 0%. Volatility is calculated based on the changes in historical stock prices over the expected life of the options. The fair value assigned to these options was $2,772,074. The options vest 1/3 on each of May 30, 2025, May 30, 2026 and May 30, 2027.

For the three months ended March 31, 2025, the impact of share-based payments related to stock options was

$804,026 (three months ended May 31, 2024 - $530,024). For the three months ended March 31, 2025, share-based payments related to stock options of $275,252 (three months ended May 31, 2024 - $115,039) was capitalized and included in exploration and evaluation assets, and $528,774 (three months ended May 31, 2024 - $414,985) was recorded in profit and loss.

The following table reflects the actual stock options issued and outstanding as of March 31, 2025:

Expiry Date

Exercise Price ($)

Remaining Contractual Life (years)

Number of Options Outstanding

Number of Options Vested

(exercisable)

Number of Options Unvested

June 29, 2026

5.00

1.25

624,000

September 23, 2026

4.30

1.48

54,000

June 13, 2027

5.23

2.20

684,000

456,000

228,000

March 1, 2028

4.85

2.92

91,575

61,050

30,525

May 30, 2028

3.81

3.17

434,406

144,802

289,604

October 22, 2028

3.42

3.56

200,000

66,667

133,333

December 7, 2028

4.12

3.69

200,000

66,667

133,333

January 15, 2029

3.53

3.80

200,000

66,667

133,333

May 30, 2029

4.09

4.17

1,121,117

4.39

3.02

3,609,098

1,539,853

2,069,245

Performance Share Units ("PSUs")

The Company has an equity incentive plan in place under which it is authorized to grant PSUs to directors, employees and consultants to acquire up to an aggregate of 2,100,000 common shares of the Company. Certain PSUs may convert into up to two common share of the Company or the cash equivalent thereof at the discretion of the board of directors, at the end of the vesting period, subject to the level of achievement of certain performance objectives.

The following table reflects the continuity of PSUs for the three months ended March 31, 2025 and May 31, 2024:

Performance Share Units ("PSUs") (continued)

Number of PSUs

Balance, December 31, 2024 and March 31, 2025

428,590

Balance, February 29, 2024

318,163

Granted (5)

147,540

Awarded as common shares (2)

(5,283)

Paid as deduction of payroll taxes (2)

(3,308)

Cancelled

(181,426)

Balance, May 31, 2024

275,686

(10) On May 31, 2024, the Company granted 147,540 PSUs to a certain officers and employees of the Company. A fair value of $787,902 was determined using the Monte Carlo simulation at the date of grant. The number of common shares that can be issued to settle vested PSUs is between 0 to 295,079, 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.

For the three months ended March 31, 2025, the Company recorded share-based payments for the PSUs of $176,201 (three months ended May 31, 2024 - $(210,288)). For the three months ended March 31, 2025, share-based payments related to PSUs of $20,490 (three months ended May 31, 2024 - $(88,308)) was capitalized and included in exploration and evaluation assets, and $155,711 (three months ended May 31, 2024 - $(121,980)) was recorded in profit and loss.

As at March 31, 2025, nil (December 31, 2024 - nil) PSUs are exercisable.

Overheads, maintenance and other costs 505,965 414,086

Professional fees 417,707 163,141

Investigation of prospective property interests - 335,832

Regulatory fees 68,000 65,180

Salaries and benefits (note 15) 679,819 668,626

Shareholder communications 167,237 34,953

Transfer agent and exchange fees 99,741 16,506

Travel and vehicle operating costs 214,505 143,239

The functional currency of the Company is the Canadian Dollar. The functional currency of the Company's subsidiaries, Rupert Finland Oy and Rupert Exploration Finland Oy, is the European Euro. For the purpose of the consolidated financial statements, the results and financial position are expressed in Canadian Dollars.

The calculation of basic and diluted loss per share for the three months ended March 31, 2025 was based on the loss attributable to common shareholders of $2,507,036 (three months ended May 31, 2024 - $1,739,028) and the weighted average number of basic common shares outstanding of 216,728,009 for the three months ended March 31, 2025 (three months ended May 31, 2024 - 204,062,479). Diluted loss per share did not include the effect of 3,609,098 stock options and 428,590 PSUs (three months ended May 31, 2024 - 5,934,598 stock options and 275,686 PSUs) as they are anti-dilutive.

Related parties include the Board of Directors, CEO, CFO, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Remuneration of directors and key management personnel of the Company was as follows:

Ended March 31,

2025

Ended May 31,

2024

Remuneration paid to CEO

$ 281,023

$ 276,477

Remuneration paid to CFO

132,782

161,735

Remuneration paid to Non-Executive Chairman

23,499

23,500

Remuneration paid to Board of Directors

56,000

Share-based payments

593,750

282,031

$ 1,087,054

$ 799,743

On March 31, 2025, the amount of $664,363 (December 31, 2024 - $502,513) was included in accounts payable and accrued liabilities as remuneration due to the Chief Executive Officer, Chief Financial Officer, Non-Executive Chairman and Board of Directors of the Company.

The above noted transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors.

Amounts due to related parties are non-interest bearing, unsecured and due on demand.

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Finland.

On August 16, 2021, the Company entered into an agreement containing an option to acquire a beneficial interest of up to 70 percent in certain mineral tenements in northern Finland, with a minimum expenditure commitment of

€400,000 (met) to be incurred prior to the first calendar anniversary of the first calendar anniversary of the receipt in February 2022 of the relevant exploration permits to enable exploration activities to commence. The Company met the required expenditure of a further €800,000 prior to the third calendar anniversary, and the option is maintained in good standing as at March 31, 2025. In order to exercise the option, further expenditures of €2,200,000 would be required to be incurred within the subsequent three years.

In March 2023, the Company received a notice from the Regional State Administrative Authority requesting an increase for bonded amounts related to future reclamation activities at Pahtavaara to €14,200,000 (approximately

$21,000,000). In January 2025, the Company was advised that its previously filed appeal to the regional administrative court was not upheld. The Company filed an appeal to the Supreme Administrative Court of Finland in February 2025.

The Company's operations are subject to government environmental protection legislation. Environmental consequences are difficult to identify in terms of results, timetable and impact (note 10). At this time, to the best of management's knowledge, the Company's operations are in compliance with current laws and regulations.

On April 1, 2025, the Company closed a private placement of 6,322,500 common shares at a price of $4.50 for gross proceeds of $28,451,250.

On April 7, 2025, the Company granted 964,832 stock options at a price of $4.50 per share to certain directors, officers, and employees of the Company, expiring on April 6, 2030. The options vest 1/3 on each of April 6, 2026, April 6, 2027 and April 6, 2028.

On April 7, 2025, the Company granted 119,867 restricted share units ("RSUs") to certain officers and employees of the Company. The RSUs vest 1/3 on each of April 6, 2026, April 6, 2027 and April 6, 2028.

On April 7, 2025, the Company granted 239,734 PSUs to certain officers and employees of the Company. The PSUs vest 100% on April 6, 2028.

On April 14, 2025, the Company settled 34,364 PSUs. 17,450 of the PSUs were exercised into common shares and 16,914 PSUs were settled through a cash payment.

Disclaimer

Rupert Resources Ltd. published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 20:58 UTC.