Rupert Resources Files Final Short Form Prospectus in Connection With Bought Deal Equity Financing and Provides Clarification With Respect to the Previously Filed “Preliminary Economic Assessment Ikkari and Pahtavaara – Finland”

Rhea-AI Summary

Rupert Resources (TSX:RUP) has filed a final short form prospectus for its previously announced 'bought deal' public financing. The company plans to distribute 6,983,300 common shares at $3.58 per share, with an additional 1,047,400 shares available through an over-allotment option. A concurrent private placement of approximately 1,800,000 shares is also planned. The closing is expected around August 1, 2024, subject to regulatory approval.

Importantly, Rupert Resources has replaced its previous technical report (PEA) with an Updated Mineral Resource Estimate for the Ikkari Project, effective December 12, 2023. The company has initiated a pre-feasibility study (PFS) based on this update, expected to be completed in Q4 2024. Investors are cautioned that the previous PEA is no longer current and should not be relied upon for investment decisions.

Positive

• Filing of final short form prospectus for public financing
• Concurrent private placement of approximately 1,800,000 shares
• Updated Mineral Resource Estimate for the Ikkari Project completed
• Initiation of pre-feasibility study based on updated resource estimate

Negative

• Previous Preliminary Economic Assessment (PEA) is no longer current and should not be relied upon

Final Short Form Prospectus Accessible on SEDAR+

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

TORONTO--(BUSINESS WIRE)-- Rupert Resources Ltd. (TSX:RUP) (“Rupert” or the “Company”) is pleased to announce that, in connection with its previously announced “bought deal” public financing, it has filed a final short form prospectus dated July 26, 2024 (the “Final Prospectus”) to qualify the distribution of 6,983,300 common shares of the Company (the “Shares”) at a price of $3.58 per Share (the “Offering Price”) and up to an additional 1,047,400 Shares at the Offering Price to be issued upon exercise of an over-allotment option, the particulars of which are further described in the Final Prospectus (the “Offering”). Closing is expected on or about August 1, 2024, and is subject to regulatory approval, including that of the Toronto Stock Exchange.

The Company will also offer in a concurrent private placement approximately 1,800,000 Shares on substantially the same terms as the Offering (the “Private Placement”).

Access to the Final Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from Cormark Securities Inc. by phone at (416) 362-7485 or email at ecm@cormark.com or BMO Capital Markets by phone at 905-791-3151, Ext. 4312 or email at torbramwarehouse@datagroup.ca by providing the contact with an email address or address, as applicable.

Prospective investors under the Final Prospectus or otherwise are cautioned that the Company’s previously filed technical report covering the Rupert Lapland Project Area entitled “Preliminary Economic Assessment Ikkari and Pahtavaara - Finland” (the “PEA”), with an effective date of March 10, 2023, has been replaced and superseded in its entirety by the Company’s subsequently filed technical report updating the mineral resource estimate at the Company’s Ikkari discovery entitled “Updated Mineral Resource Estimate for the Ikkari Project - Finland” (the “Updated Ikkari MRE”), with an effective date of December 12, 2023. The Updated Ikkari MRE is the only current technical report of the Company and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company has initiated a pre-feasibility study (the “PFS”) based on the Updated Ikkari MRE, which is anticipated to be completed in the fourth calendar quarter of 2024. The PEA and all references to the PEA in the documents incorporated by reference in the Final Prospectus have been explicitly carved out of, and do not form a part of, the Final Prospectus. The previously disclosed PEA is no longer current and should not be relied upon by potential investors under the Final Prospectus or otherwise in making an investment decision in respect of the Company. The information contained in this paragraph was requested to be disclosed by the staff of the Ontario Securities Commission in connection with a staff review.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Rupert

Rupert Resources is a gold exploration and development company listed on the Toronto Stock Exchange under the symbol “RUP”. The Company is focused on making and advancing discoveries of scale and quality with high margin. The Company’s principal focus is Ikkari, a new high quality gold discovery in Northern Finland. Ikkari is part of the Company’s “Rupert Lapland Project” which also includes the Pahtavaara gold mine, mill, and exploration permits.

Cautionary Note Regarding Forward Looking Statements

This press release contains statements which, other than statements of historical fact constitute “forward-looking statements” within the meaning of applicable securities laws, including statements with respect to: closing of the Offering and regulatory approval. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. This press release contains forward-looking information in a number of places such as in statements relating to the use of process; the closing of the Offering and the concurrent Private Placement, including timing; the completion of the PFS, including on the timeline specified herein; and the ability to obtain necessary regulatory approvals, including the Toronto Stock Exchange. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company's annual Management's Discussion and Analysis for the year ended February 29, 2024. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company does not intend, and does not assume any obligation, to update these forward- looking statements except as otherwise required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240726077967/en/

For further information, please contact:



James Withall

Chief Executive Officer

jwithall@rupertresources.com



Thomas Credland

Head of Corporate Development

tcredland@rupertresources.com



Rupert Resources Ltd

82 Richmond Street East, Suite 203, Toronto, Ontario M5C 1P1

Tel: +1 416-304-9004



Web: http://rupertresources.com/

Source: Rupert Resources Ltd.

FAQ

What is the offering price for Rupert Resources' (RUPRF) shares in the public financing?

The offering price for Rupert Resources' shares in the public financing is $3.58 per share.

How many common shares is Rupert Resources (RUPRF) planning to distribute in its public financing?

Rupert Resources is planning to distribute 6,983,300 common shares, with an additional 1,047,400 shares available through an over-allotment option.

When is the expected closing date for Rupert Resources' (RUPRF) public financing?

The expected closing date for Rupert Resources' public financing is on or about August 1, 2024, subject to regulatory approval.

What is the status of Rupert Resources' (RUPRF) previous Preliminary Economic Assessment (PEA)?

Rupert Resources' previous Preliminary Economic Assessment (PEA) has been replaced and is no longer current. Investors are cautioned not to rely on it for investment decisions.

When is Rupert Resources (RUPRF) expecting to complete its pre-feasibility study (PFS)?

Rupert Resources is expecting to complete its pre-feasibility study (PFS) in the fourth calendar quarter of 2024.