Rupert Resources Ltd.
TSX VENTURE : RUP

Rupert Resources Ltd.

March 03, 2016 12:49 ET

Rupert Resources Announces Closing of Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - March 3, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Rupert Resources Ltd. ("Rupert" or the "Corporation") (TSX VENTURE:RUP) is pleased to announce that it has completed a non-brokered private placement of the Corporation for aggregate gross proceeds of $535,000 (the "Private Placement").

The Private Placement was partially comprised of 11,111,108 equity units (the "Units") that were issued at a price of $0.045 per Unit, for aggregate proceeds of $500,000. Each Unit consists of one (1) common share of the Corporation and one (1) common share purchase warrant of the Corporation (a "Warrant"). Each Warrant entitles the holder to acquire one (1) common share of the Corporation for a period of 18 months from the date of issuance of the Warrant, at an exercise price of $0.06 per share.

The Private Placement was also partially comprised of 666,666 equity units (the "Additional Units") that were issued at a price of $0.0525 per Additional Unit, for aggregate proceeds of $35,000. Each Additional Unit consists of one (1) common share of the Corporation and one (1) common share purchase warrant of the Corporation (an "Additional Warrant"). Each Additional Warrant entitles the holder to acquire one (1) common share of the Corporation for a period of 18 months from the date of issuance of the Additional Warrant, at an exercise price of $0.07 per share.

The securities issued in connection with the Private Placement are subject to a hold period of four months and one day from the closing of the Private Placement.

The net proceeds from the Private Placement will be used in connection with maintenance of the Corporation's current assets (estimated to be approximately $50,000) and towards general and administrative expenses, though management and the Board of Directors reserves the discretion to apply the proceeds to any opportunities that may present themselves in 2016.

Under the Private Placement, Alan Brimacombe, an insider of the Corporation purchased 1,688,888 Units and now owns and controls approximately 19.04% of the issued and outstanding common shares of the Corporation. His participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. This transaction is exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to the distribution of securities for cash, fair market value not more than $2,500,000 and financial hardship exemptions as set forth in MI 61-101. Additionally, the spouse of Brian Hinchcliffe, a director of the Corporation, purchased 571,428 Additional Units under the Private Placement, and now holds common shares of the Corporation that represent approximately 0.82% of the issued and outstanding common shares of the Corporation.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Corporation were not settled until shortly prior to closing of the Private Placement and the Corporation wished to close on an expedited basis for sound business reasons.

ON BEHALF OF THE BOARD

M. Kostuik, President and CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Statements

This press release contains statements which constitute "forward-looking statements", including the anticipated use of proceeds of the Private Placement and statements regarding the plans, intentions, beliefs and current expectations of the Corporation with respect to the future business activities and operating performance of the Corporation. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Corporation, are intended to identify such forward-looking statements. 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 Corporation's annual Management's Discussion and Analysis for the year ended February 28, 2015 available at www.sedar.com. 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. The Corporation does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.

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