Rupert Resources : Nominations & Governance committee mandate

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

Published on 05/23/2025 at 05:16

This mandate (the "Mandate") sets forth the purpose, composition, responsibilities and authority of the Nominating & Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Rupert Resources Ltd (the "Company").

The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

developing corporate governance guidelines and principles for the Company;

identifying skills and composition requirements for the Board, as well individuals qualified to be nominated as members of the Board and who in the aggregate meet those requirements; and

the structure and composition of Board committees; and

evaluating the performance and effectiveness of the Board.

The Board will appoint the members (''Members'') of the Committee. The Members will be appointed to hold office until the next annual meeting of shareholders of The Company or until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will automatically cease to be a Member upon ceasing to be a director.

The Committee will consist of at least three directors. A majority of the Members will meet the criteria for independence established by applicable laws and the rules of any stock exchanges upon which The Company's securities are listed, including section 1.4 of National Instrument 52-110 - Audit Committees. In addition, each independent director will be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member's independent judgment.

All Committee Members will have a working familiarity with corporate governance practices.

The Committee will appoint one of the Members to act as the chairman of the Committee (the "Chairman") and one of its members to act as secretary (the "Secretary"). The Secretary will maintain minutes of all meetings and deliberations of the Committee. If the Secretary is not in attendance at any meeting, the Committee will appoint another person who may, but need not, be a Member to act as the secretary of that meeting.

The Committee may delegate any or all of its functions to any of its Members or any subset thereof, or other persons, from time to time as it sees fit.

Meetings of the Committee will be held at such times and places as the Chairman may determine, but in any event not less than once per year. Twenty-four (24) hours advance notice of each meeting will be given to each Member orally, by telephone, by facsimile or by email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by any virtual method.

The Chairman, if present, will act as the chairman of meetings of the Committee. If the Chairman is not present at a meeting of the Committee the Members in attendance may select one of their number to act as chairman of the meeting.

A majority of Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chairman will not have a deciding or casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolutions signed by all Members.

The Committee may invite from time to time such persons as it sees fit to attend its meetings and to take part in the discussion and consideration of the affairs of the Committee. The Committee will meet in camera without members of management in attendance for a portion of each meeting of the Committee.

In advance of every regular meeting of the Committee, the Chairman, with the assistance of the Secretary, will prepare and distribute to the Members and others as deemed appropriate by the Chairman, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require officers and employees of The Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties.

A resolution in writing signed by all members entitled to vote on that resolution at a meeting of the Committee is valid as if it had been passed at a meeting of the Committee.

The duties and responsibilities of the Committee, as they relate to the following matters, are as

follows:

Corporate Governance Documents

annually review The Company's Board Mandate, Committee Mandates or Charters and principal corporate policies including but not limited to the: Code of Business Conduct and Ethics, Health and Safety Policy, Whistleblower, Environmental Policy, Securities Trading Policy, and, in the Committee's discretion, recommend any changes to the Board for consideration;

Board Operation and Composition

annually (i) review and assess the size, composition and operation of the Board to ensure effective decision making, including review and updating of the required skills and composition matrix; (ii) review and assess the composition of all of the Committees of the Board; (iii) identify and review candidates for appointment or nomination to the Board based upon an assessment of the independence, skills,

qualifications and experience of the candidate, and make recommendations to the Board for consideration;

Nomination of Directors

recommend to the Board the necessary and desirable competencies and skills of directors as set out in the Board skills and composition matrix for the Company;

Assess the performance and skills of each Board member and determine whether the required skills and composition matrix of the Board is met. As appropriate, make recommendations to align existing Board skills and composition with the required matrix, including where appropriate, proposing changes to the composition of the Board or its Committees;

annually conduct, review and report to the Board the results of an assessment of the Board's performance and effectiveness;

direct and supervise the investigation into any matter brought to its attention within the scope of its duties; and

perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable regulatory authorities or legislation.

The Chairman will report to the Board at each Board meeting on the Committee's activities since the last Board meeting and at a minimum on an annual basis. The Secretary will circulate the minutes of each meeting of the Committee to the members of the Board. The Committee will furthermore report at the earliest opportunity to the Board to the extent that it becomes aware that the Company is not in compliance with any corporate governance guidelines, applicable legislation or regulatory requirements.

The Committee will be granted unrestricted access to all information regarding The Company that is necessary or desirable to fulfill its duties and all directors, officers and employees will be directed to cooperate as requested by Members.

The Committee has the authority to retain, at The Company's expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities (including executive search firms to assist the Committee in identifying director candidates), including sole authority to retain and to approve any such firm's fees and other retention terms without prior approval of the Board.

The Committee will annually review and assess the adequacy of this Mandate and recommend any proposed changes to the Board for consideration.

Dated:

November 13, 2024

Disclaimer

Rupert Resources Ltd. published this content on May 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 23, 2025 at 09:15 UTC.