Lucara Diamond: Notice of Meeting and Management Proxy Circular (lucara diamond corp 2026 management proxy circular vf withappendices sedar)

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 18, 2026 LUCARA DIAMOND CORP.

‌The Annual General and Special Meeting (the "Meeting") of the shareholders of Lucara Diamond Corp. (the "Company" or "Lucara") will be held at the office of the Company, at 1055 Dunsmuir Street, Suite 2800, Vancouver, BC V7X 1L2, Canada on Thursday, June 18, 2026 at 10:00 a.m. (Pacific Time) for the following purpose:

1. To receive the audited consolidated financial statements for the year ended December 31, 2025, together with the report of the auditors;

2. To elect directors for the upcoming year;

3. To appoint the auditors for the upcoming year and to authorize the directors to fix their remuneration;

4. To pass an ordinary resolution to approve a new Omnibus Incentive Plan for the Company, to replace the Company's share unit plan, deferred share unit plan and stock option plan; and

5. To adopt an advisory resolution on executive compensation.

   Your vote is important. If you held Lucara common shares on Thursday, April 30, 2026, you are entitled to receive notice of and vote at the Meeting or any postponement or adjournment thereof.

   This Notice is accompanied by a Management Information Circular and a proxy form or a voting instruction form. The audited consolidated financial statements of the Company for the year ended December 31, 2025, have been provided separately to those shareholders who requested a copy. They are also available on the Company's website at www.lucaradiamond.com and on SEDAR+ at www.sedarplus.ca.

   If you are not able to attend the Meeting, please vote by using the proxy form or voting instruction form and return it according to the instructions provided before 10:00 a.m. (Pacific Time) on Tuesday, June 16, 2026.

   BY ORDER OF THE BOARD

   /s/ "William Lamb"

   President, Chief Executive Officer & Director Dated April 30, 2026

   Management Information Circular Annual General and Special Meeting of Shareholders To be held: Thursday, June 18, 2026

   Dated: April 30, 2026

   
   
   

   NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS 2

   TABLE OF CONTENTS 4

   VOTING INFORMATION 6

   VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 12

   MATTERS TO BE VOTED ON AT THE MEETING 13

   FINANCIAL STATEMENTS 13

   ELECTION OF DIRECTORS 13

   APPOINTMENT OF AUDITOR 19

   NEW OMNIBUS PLAN 20

   OTHER BUSINESS 28

   CORPORATE GOVERNANCE 28

   STATEMENT OF CORPORATE GOVERNANCE PRACTICES 28

   MANDATE OF THE BOARD OF DIRECTORS 28

   BOARD COMMITTEES 29

   INDEPENDENCE 30

   BOARD SIZE 31

   OTHER DIRECTORSHIPS 31

   MEETING ATTENDANCE 31

   ASSESSMENT OF BOARD PERFORMANCE 31

   ORIENTATION AND CONTINUING EDUCATION 32

   NOMINATION OF DIRECTORS 32

   ETHICAL BUSINESS CONDUCT 35

   DIVERSITY & INCLUSION - EXECUTIVE OFFICERS AND BOARD 38

   COMPENSATION 39

   DIRECTOR RETIREMENT POLICY AND TERM LIMITS 39

   DIRECTOR COMPENSATION 40

   AUDIT COMMITTEE 42

   OVERVIEW 42

   AUDIT COMMITTEE CHARTER 42

   MEETING FREQUENCY 43

   COMPOSITION OF THE AUDIT COMMITTEE 43

   AUDIT COMMITTEE OVERSIGHT 44

   PRE-APPROVAL POLICIES AND PROCEDURES 44

   EXTERNAL AUDITOR SERVICE FEES 44

   DIFFERENCES FROM SWEDISH CORPORATE GOVERNANCE CODE 44

   SHAREHOLDER COMMUNICATIONS 44

   REPORT ON EXECUTIVE COMPENSATION 45

   EXECUTIVE COMPENSATION Objectives & PHILOSOPHY 45

   COMPENSATION BENCHMARKING 46

   SAY ON PAY 47

   COMPENSATION REVIEW PROCESS 47

   COMPENSATION COMMITTEE 48

   RISK MANAGEMENT 49

   ELEMENTS OF COMPENSATION AND REWARD STRUCTURE 51

   2025 PERFORMANCE AND COMPENSATION OF NAMED EXECUTIVE OFFICERS 52

   SUMMARY COMPENSATION TABLE 58

   INCENTIVE PLAN AWARDS 59

   TERMINATION AND CHANGE OF CONTROL BENEFITS 60

   SHARE PERFORMANCE GRAPH 62

   SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 63

   INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 68

   MANAGEMENT CONTRACTS 69

   INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 69

   INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 69

   ADDITIONAL INFORMATION 69

   DIRECTORS' APPROVAL 69

   APPENDIX "A" - CHANGE OF AUDITOR: REPORTING PACKAGE A1

   APPENDIX "B" - OMNIBUS INCENTIVE PLAN B1

   
   
   
   
   

   ‌This Information Circular ("Circular"), together with the Notice of Meeting and the proxy (collectively, the "Meeting Materials") are being furnished in connection with the solicitation of proxies ("Proxies") being made by the management of Lucara Diamond Corp. ("Lucara" or the "Company") for use at our annual general and special meeting of the Shareholders of the Company to be held on June 18, 2026 (the "Meeting") at 10:00 a.m. (Pacific time), and any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Meeting.

   The Board of Directors of the Company ("Board") has fixed April 30, 2026 as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof. As of the Record Date, 1,491,017,183 common shares of the Company ("Shares") were issued and outstanding as fully paid and non-assessable shares. You have received this Circular because you owned Shares on the Record Date.

   These Meeting Materials are being sent directly to registered Shareholders. In accordance with the provisions of NI 54-101, the Company has elected to deliver the Meeting Materials to the beneficial (or unregistered) Shareholders indirectly through intermediaries (as defined below). If you hold Shares through an Intermediary, but have not received the Meeting Materials from the Intermediary, you should contact your Intermediary for instructions and assistance in voting.

   The Company encourages you to vote your Shares by proxy in advance of the Meeting, via mail, telephone or on the internet.

   Unless otherwise stated, the information contained in this Circular is as at April 30, 2026, and all dollar amounts are expressed as Canadian dollars.

   Registered Shareholder

   You are a registered Shareholder if your Shares are registered in your name and you have a Share certificate/DRS advice.

   Non-Registered (or Beneficial) Shareholder

   You are a non-registered (or beneficial) Shareholder ("Beneficial Shareholder") if your broker, investment dealer, bank, trust company, trustee, nominee or other intermediary holds your Shares for you. Most shareholders are Beneficial Shareholders.

   Registered Shareholders and duly appointed proxyholders will be able to vote in person and ask questions at the Meeting by following the instructions set out in this Information Circular. Beneficial Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions.

   If you are unsure if you are a registered Shareholder or a Beneficial Shareholder, please contact Computershare at:

   Computershare Investor Services Inc. 320 Bay Street, 14th Floor

   Toronto, ON, M5H 4A6

   1-800-564-6253 (toll-free in Canada and U.S.) 1-514-982-7555 (international) [email protected]

   
   
   

   Lucara is sending this Circular to registered and Beneficial Shareholders using "notice-and-access" as defined under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

   The Company is not using procedures known as "stratification" with its use of notice-and-access in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant Circular to some, but not all, Shareholders with the notice package in relation to the relevant meeting.

   We are furnishing proxy materials to our Shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or emailing copies of those materials. The Meeting materials will be available on the Company's website at: https://lucaradiamond.com/investors/agm-materials/ and under the Company's profile on SEDAR+ at www.sedarplus.ca. The Meeting materials will remain on the Company's website for one full year.

   Alternative means of delivery is more environmentally friendly as it will help reduce paper use and mitigate the Company's printing and mailing costs. The Notice of Internet Availability of Proxy Materials directs Shareholders to a website where they can access our proxy materials, including the Circular, and view instructions on how to vote via the internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise.

   Shareholders who wish to receive more information about notice-and-access or to receive paper copies of the Circular or other proxy-related materials should contact Computershare at: [email protected] or call Toll-Free at 1-800-564-6253 or the Company's Corporate Secretary by email at [email protected]. Requested materials will be sent to the requesting Shareholders at no cost to them within three business days of their request, if such requests are made before the Meeting or any postponement or adjournment thereof.

   We encourage you to register to receive all future Shareholder communications electronically, instead of in print. This means that access to future annual meeting materials and other correspondence will be delivered to you via e-mail.
   
   

   The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors ("Directors"), officers and regular employees of the Company. The Company will bear all costs of this solicitation. The Company has arranged for intermediaries to forward the Meeting materials to beneficial owners of the Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

   
   
   

   The individuals named in the accompanying form of proxy (the "Proxy") are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

   
   
   

   The persons named in the Proxy will vote or withhold from voting the Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

   1. each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of Directors;

   2. any amendment to or variation of any matter identified therein; and

   3. any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified in the Proxy and, if applicable, for the nominees of management for Directors and auditor as identified in the Proxy.

In Person

You should identify yourself to the representative from Computershare before entering the Meeting to register your attendance at the Meeting.

By Proxy

1. By mail:

   Complete, sign and date your proxy form and return it in the envelope provided, following the instructions on the proxy.

2. By telephone:

   Call 1-866-732-8683 (toll free in Canada and the United States) and follow the voting instructions. You will need your 15-digit control number which is noted on your proxy form. International holders wishing to vote by telephone can dial +1-312-588-4290 to place their vote.

3. On the internet:

   Go to https://www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number which is noted on your proxy form.

   To be effective, proxies must be received by Computershare no later than Tuesday, June 16, 2026 at 10:00

   a.m. (PT), or in the case of any adjournment of the Meeting not later than 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays, or any adjournment thereof or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof. Failure to complete or deposit a Proxy properly may result in its invalidation.

   
   
   
   
   The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (referred to herein as "Beneficial Shareholders" as previously defined) should note that only Proxies deposited by Shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of Shares will be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Shares will, in all likelihood, not be registered in the Shareholder's name. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name of Cede & Co. (the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

   Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of instrument of Proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Proxy provided directly to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate

   responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and United States. Broadridge typically prepares a machine-readable voting instruction form ("VIF"), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. If you have any questions respecting the voting of Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

   The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered Shareholders and Beneficial Shareholders as described below. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). This year the Company will NOT be mailing the proxy-related materials directly to the NOBOs as mailing to the NOBOS will be undertaken by Broadridge. NI 54-101 permits an issuer to directly deliver proxy-related materials to its NOBOs. In that case, NOBOs would receive a VIF from our transfer agent, Computershare. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Shares on your behalf.

   The Company has distributed copies of the Notice of Meeting, Circular and VIF to intermediaries for distribution to NOBOs. Unless you have waived your right to receive the Notice of Meeting, Circular and VIF, intermediaries are required to deliver them to you as a NOBO of the Company and to seek your instructions on how to vote your Shares.

   The Company's OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents. The Company intends to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs.

   Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of the applicable broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expense to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that Proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00

   a.m. (Pacific time) on the day that is at least three business days prior to the Meeting or any postponement or adjournment thereof. A Beneficial Shareholder who wishes to attend the Meeting and to vote their Shares as proxyholder for the registered Shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO

   be appointed as proxyholder and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.
   
   

   In addition to revocation by any other manner permitted by law, a registered Shareholder who has given a Proxy may revoke it by:

   1. executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder or the registered Shareholder's authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and delivering the Proxy bearing a later date or the valid notice of revocation to Computershare at the time and place noted above or to the Chairman of the Meeting on the day of the Meeting or adjournment thereof; or

   2. attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and the securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is governed by the Business Corporations Act (British Columbia) (the "BCA"), as amended, certain of its Directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or Directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and Directors to subject themselves to a judgment by a United States court.

The information in this section is of significance to Shareholders who hold their securities ("Euroclear Registered Securities") through Euroclear Sweden AB, which securities trade on the Nasdaq First North Growth Market Exchange. Shareholders who hold Euroclear Registered Securities are not registered holders of voting securities for the purposes of voting at the Meeting. Instead, Euroclear Registered Securities are registered under CDS & Co., the registration name of the Canadian Depositary for Securities. Holders of Euroclear Registered Securities will receive a Form of Proxy (the "Swedish Proxy") by mail directly from Computershare AB ("Computershare Sweden"). The Swedish Proxy cannot be used to vote securities directly at the Meeting. Instead, the Swedish Proxy must be completed and returned to

Computershare Sweden, strictly in accordance with the instructions and deadlines that will be described in the instructions provided with the Swedish Proxy.

HOW TO VOTE IF YOUR SHARES ARE HELD ON THE BOTSWANA STOCK EXCHANGE

The information in this section is of significance to Shareholders whose securities are listed on the Botswana Stock Exchange ("Botswana Registered Securities"). Holders of Botswana Registered Securities will receive a proxy form (the "Botswana Proxy") by email directly from [email protected]. The Botswana Proxy must be completed and returned to the same email address strictly in accordance with the instructions and deadlines described in such Proxy.

QUORUM

We must have a quorum at the beginning of the Meeting for it to proceed and to transact business. This means we must have two people present who together hold, or represent by proxy, at least 25% of Lucara's Shares issued and outstanding as of the Record Date. If a quorum is present at the opening of the Meeting, Shareholders present may proceed with the business of the Meeting even if a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present or represented may adjourn the Meeting to a fixed time and place, but Shareholders may not transact any other business.

YOUR VOTE IS IMPORTANT - PLEASE READ THIS CIRCULAR CAREFULLY AND THEN VOTE YOUR SHARES, EITHER BY PROXY OR IN PERSON, AT THE MEETING.

‌The Shares are the only class of shares of the Company entitled to be voted at the Meeting. All issued Shares are entitled to be voted at the Meeting and each has one non-cumulative vote. Only Shareholders of record as at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment thereof. As at the Record Date, the Company has 1,491,017,183 Shares issued and outstanding.

To the knowledge of the Directors and senior officers of Lucara, those Shareholders listed in the table below (Table 1) are the only persons or companies beneficially owning or exercising control or direction, directly or indirectly, over Shares carrying more than 10% of the voting rights attached to all Shares.

Table 1: +10% Shareholders(1)

Notes:

1. ‌This information was obtained from publicly disclosed information and has not been independently verified by the Company.

2. Nemesia is a private company controlled by trusts settled by the late Adolf H. Lundin.

The business outlined in the table below (Table 2) will be conducted at the Meeting.

Table 2: Business of the Meeting

‌The audited consolidated financial statements of the Company for the year ended December 31, 2025 and related management's discussion and analysis (together, the "2025 Annual Filings") have been provided to Shareholders who requested them and are available on Lucara's website at www.lucaradiamond.com

or under the Company's profile on SEDAR+ at www.sedarplus.ca. No vote of Shareholders is required with respect to this item of business.

‌The 2025 Annual Filings will be placed before Shareholders at the Meeting, but no Shareholder vote is required in connection with these documents.

Each Director elected holds office until our next annual general meeting, or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or with the provisions of the BCBCA.

Shareholders will be asked at the Meeting to vote for the election of the seven (7) Director nominees proposed by management. Each Shareholder will be entitled to cast their votes for or withhold their votes from the election of each Director nominee.

We recommend a vote "FOR" the election of each of the Director nominees.

In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of Proxy intend to vote FOR the election of the seven (7) Director nominees.

Information regarding each of the seven proposed nominees, is set out below. Further information on the proposed nominees can also found in this Circular; please see pages 40 to 42 for Director compensation received.

Director Nominees

The persons below are management's nominees to the Board. The following disclosure sets out brief biographies and other relevant information for each of the nominees proposed for election to the Board. Management contemplates that each of the following seven (7) nominees will be able to serve as Director.

None of the proposed Directors is to be elected under any arrangement or understanding between the proposed Director and a third party.

The following information concerning the Directors has been furnished by each of them and is presented at April 30, 2026, unless otherwise noted.

1. Ms. Harmon was appointed to the Board on February 21, 2025. Meeting attendance based on number of meetings from time of appointment.

Advance Notice Policy

On March 21, 2013, the Board approved an advance notice policy for nominations of Directors by Shareholders in certain circumstances, which was approved by the Shareholders of the Company on June

21, 2013 and is posted on the Company's website. As at the date of this Circular, Lucara has not received notice of any Director nominations in connection with the Meeting. Accordingly, at this time, the only persons eligible to be nominated for election to the Board at the Meeting are the above nominees.

Majority Voting Policy

The Board adopted a Majority Voting Policy that provides that the Chair of the Board will ensure that the number of Shares voted in favour or withheld from voting for each Director nominee is recorded and promptly made public after the Meeting. If any nominee for Director is not elected by at least a majority (50% + 1 vote) of the votes cast regarding his or her election, the Director must immediately tender his or her resignation to the Chair of the Board following the Meeting, to take effect upon acceptance by the Board. The Board shall accept the resignation absent exceptional circumstances.

To assist the Board in determining whether exceptional circumstances exist, the Board will refer the resignation to the Corporate Governance and Nominating Committee who will expeditiously consider the Director's offer to resign and make a recommendation to the Board whether to accept the resignation. Within 90 (ninety) days of the Meeting, the Board will make a final decision concerning the acceptance of the Director's resignation (and reasons for rejecting the resignation, if applicable) and announce that decision by way of a news release. Any Director who tenders his or her resignation will not participate in the deliberations of the Board or any of its committees pertaining to the resignation. The policy applies only to uncontested elections, where the number of nominees as Director is equal to the number of Directors to be elected.

If the Director fails to tender his or her resignation as contemplated in the policy, the Board will not re-nominate the Director. Subject to any corporate law restrictions, where the Board accepts the offer of resignation of a Director and that Director resigns, the Board may exercise its discretion with respect to the resulting vacancy and may, without limitation, leave the resultant vacancy unfilled until the next annual meeting of Shareholders, fill the vacancy through the appointment of a new Director whom the Board considers to merit the confidence of the Shareholders, or call a special meeting of Shareholders to elect a new nominee to fill the vacant position.

See also "Audit Committee" below.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of management's knowledge no proposed Director is, or has been within the last 10 years, a director, or executive officer of any company (including the Company) that:

1. while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (hereinafter referred to as an "Order"); or

2. after that person ceased to be a director or executive officer, was subject to an Order which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or

3. while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

   To the best of management's knowledge, no proposed Director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

   The foregoing information, not being within the knowledge of the Company, has been furnished by the respective proposed Directors.

   Conflicts of Interest

   There does not exist any conflict of interest or potential material conflict of interest between the Company and any Director of officer of the Company.

   ‌Lucara may, from time to time, become involved in transactions in which Directors and officers of the Company have a direct interest or influence. The interests of these persons could conflict with those of the Company, and fiduciary duty may be impaired as a result. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws, as well as the Company's Code of Business Conduct & Ethics. In particular, in the event that such a conflict of interest arises at a meeting of Directors, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the Directors are required to act honestly, in good faith, and in the best interests of the Company.

   
   
   

   The Board recommends the appointment of Ernst and Young LLP ("EY"), Vancouver, British Columbia, as auditors of the Company to hold office until the termination of the next annual meeting of the Shareholders at a remuneration to be fixed by the Directors.

   Lucara announced that it had changed its auditors from PricewaterhouseCoopers LLP ("Former Auditor") to EY effective March 3, 2026, subsequent to the filing of the 2025 Annual Filings ("Auditor Effective Date"). The Former Auditor's Botswana member firm ("PwC Botswana") is subject to mandatory audit firm rotation requirements of the Botswana Accountancy Oversight Authority as it relates to the Company's Botswana subsidiary. PwC Botswana completed its maximum permitted tenure as the auditor of the Company's Botswana subsidiary following the completion of their audit for the year ended December 31, 2025, and EY was appointed as new auditor for the Company's Botswana subsidiary. To promote efficiency and consistency by aligning the auditors of the Company and its Botswana subsidiary, the Company requested that the Former Auditor resign as of the Auditor Effective Date. The Board appointed EY, as of the Auditor Effective Date, to fill the vacancy and to hold office until the Meeting.

   There were no reservations in the Former Auditors audit reports for any financial period during which the

   Former Auditor was the Company's auditor. There are no reportable events (as that term is defined in National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")) between the Company and the Former Auditor.

   In accordance with NI 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and EY, ("Notice Package") were reviewed by the Company's Audit Committee and the Board and were filed on SEDAR+ as required. The Notice Package is appended to this Circular as Appendix "A".

   We recommend a vote "FOR" the appointment of EY as the Company's auditor to hold office until the next annual meeting of Shareholders at remuneration to be fixed by the Directors.

   ‌In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of Proxy intend to vote FOR the appointment of EY at remuneration to be fixed by the Directors.

   
   
   The Board unanimously recommends voting FOR approval of the Omnibus Plan Resolution.

   The Company operates in the global diamond mining industry, which is characterized by commodity price volatility, long project development timelines, and increasing competition for skilled technical and operational talent. As the Company advances its strategic priorities and growth initiatives, its ability to attract, motivate, and retain highly qualified personnel is critical to delivering sustainable long-term value.

   To support these objectives, the Board has adopted the new Omnibus Plan, providing a flexible framework for equity-based compensation. The Plan enables the Company to grant a range of equity incentives that align the interests of employees, officers, and Directors with those of shareholders, while supporting the Company's ongoing recruitment and retention efforts in a competitive labour market.

   The Board believes that flexibility in equity compensation is particularly important in the current environment, allowing the Company to respond to market conditions and tailor incentives to individual performance and evolving business needs. The Plan also incorporates governance features consistent with Canadian best practices and is designed to promote transparency and responsible pay practices.

   The Board recommends that shareholders approve the Omnibus Plan as an important component of the Company's compensation strategy and its commitment to disciplined growth and long-term shareholder value creation.

   Upon the recommendation of the Compensation Committee, on April 13, 2026 the Board approved the adoption of the Omnibus Plan, a copy of which is attached as Appendix "B" to this Circular. The Board has determined that the adoption of the Omnibus Plan is in the best interests of the Company and is fair to the Company and the Shareholders. Pursuant to the TSX Rules, the adoption of the Omnibus Plan must be ratified and confirmed by a simple majority of votes cast at the Meeting by Shareholders present, in person or represented by proxy.

   The Company currently maintains the Prior Plans. The Omnibus Plan is intended to replace the Prior Plans,

   and if the Omnibus Plan is approved by the Shareholders, no further equity compensation awards will be granted under the Prior Plans, provided, however, that each award made under the Prior Plans that remains outstanding as of the effective date of the Omnibus Plan will continue to be governed by its terms and the terms of the applicable Prior Plans necessary to give effect thereto. For a summary of the Prior Plans, see Equity Compensation Plan Information beginning on page 63.

   The Omnibus Plan provides for the grant of equity awards in the form of options to purchase Shares ("Options"), share units ("Share Units") and deferred share units ("DSUs").

   The purpose of the Omnibus Plan is intended to strengthen the Company's overall compensation program and allow the Company to attract, hire and retain skilled employees in a competitive environment. The granting of awards under the Omnibus Plan ("Awards") will enable our employees to participate in the long-term growth and performance of the Company in alignment with shareholder value creation. The availability of the Omnibus Plan will allow us to incentivize and retain our valued employees as they execute on the longer-term vision for the Company. It also supports the recruitment and compensation of talented and experienced candidates for Lucara's Board.

   In the event that the proceeding resolutions are not passed by the requisite number of votes cast at the Meeting, the Company will not have the ability to grant Awards under the Omnibus Plan, the Prior Plans will remain in place, and the Company may continue to grant awards under the Prior Plans.

   Particulars of the Omnibus Plan

   A summary of certain provisions of the Omnibus Plan is set out below. The summary is qualified in its entirety by the full text of the Omnibus Plan set out in Appendix "B" hereto. Capitalized terms used in this section and not otherwise defined have the meaning ascribed to them in the Omnibus Plan.

   Types of Awards:

   The Omnibus Plan will provide for the grant of Awards. All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an "Award Agreement").

   Omnibus Plan Administration:

   The Board will administer the Omnibus Plan, which may delegate its authority to a committee or plan administrator. Subject to the terms of the Omnibus Plan, applicable law and the rules of the TSX, the Board (or its delegate) will have the power and authority to: (i) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a "Participant"); (ii) designate the types and amounts of Awards to be granted to each Participant; (iii) designate the number of Shares to be covered by each Award; (iv) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Company or of an individual ("Performance Criteria") and the price and term of an option; (v) subject to the terms of the Omnibus Plan, determine whether and to what extent Awards will be settled in cash or Shares, or both; (vi) to interpret and administer the Omnibus Plan and any instrument or agreement relating to it, or Award made under it; and (vii) to make tax elections as applicable with respect to the Awards.

   The Company will not provide any financial assistance to Participants under the Omnibus Plan.

   Shares Available for Awards:

   Subject to adjustments as provided for under the Omnibus Plan, the maximum number of Shares of the Company that will be available for issuance under the Omnibus Plan will not exceed 10% of the Company's issued and outstanding Shares. In addition, the Omnibus Plan will be subject to a maximum of 10,000,000 Shares available for issuance pursuant to awards of Incentive Stock Options (which are only issuable to US participants).

   If approved, the maximum number of Shares issuable pursuant to outstanding Awards under the Omnibus Plan will be 149,101,718 Shares of the issued and outstanding Shares as at the Record Date.

   Awards that have been exercised, settled, cancelled or that have expired or terminated for any reason in accordance with the terms of the Omnibus Plan shall again be available for grant thereunder. Shares of the Company covered by Awards which have been exercised or settled, as applicable, will not be available for subsequent grant under the Omnibus Plan. If any Award under the Omnibus Plan expires, or is terminated, surrendered, or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards under the Omnibus Plan. Any Award settled in cash shall not be counted as Shares for any purpose under the Omnibus Plan.

   Limits on Grants:

   The Omnibus Plan will provide for the following limitations on grants:

   1. The maximum number of Shares issuable upon exercise of all Awards pursuant to the Omnibus Plan shall not exceed ten percent (10%) of the issued and outstanding Shares from time to time (calculated on a non-diluted basis).

   2. The maximum number Shares issuable to participants who are insiders, together with shares reserved under any other share compensation arrangement, shall not exceed ten percent (10%) of the issued and outstanding Shares from time to time (calculated on a non-diluted basis).

   3. The maximum number of Shares issued to participants, who are insiders, within any one-year period pursuant to the Omnibus Plan, the Prior Plans and any other Share compensation arrangement shall not exceed ten percent (10%) of the issued and outstanding Shares from time to time (calculated on a non-diluted basis).

   4. The maximum number of Shares which may be reserved for issuance to non-employee Directors ("Non-Employee Directors") under the Omnibus Plan, the Prior Plans and any other proposed or established share compensation arrangement, shall not exceed one percent (1%) of the outstanding issue.

   5. The annual grant of Awards under the Omnibus Plan to Non-Employee Directors cannot exceed $150,000 in value, of which no more than $100,000 may be subject to Option grants.

The Omnibus Plan will not provide for a maximum number of Shares issuable to any one individual pursuant to the Omnibus Plan together with any other share compensation arrangement, expressed as a percentage or otherwise.

Eligible Participants:

Any employee, executive officer, Director, or consultant of the Company or any of its subsidiaries is an

"Eligible Participant" and considered eligible to be selected to receive an Award under the Omnibus Plan, provided that only Non-Employee Directors are eligible to receive DSUs. Eligibility for the grant of Awards and actual participation in the Omnibus Plan will be determined by the Board or its delegate.

Description of Awards:

1. Options

   An Option is an option granted by the Company to a Participant entitling such Participant to acquire a designated number of Shares from treasury at an exercise price set at the time of grant (the "Option Price"). Options are exercisable, subject to vesting criteria established by the Board at the time of grant pursuant to an option grant letter, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant (or 5 years if the Participant receiving such Option is an existing 10% shareholder). If the expiration date for an Option falls within a black-out period or within 48 hours following the expiration of a black-out period, the expiration date will be extended to the date which is ten business days after the end of the black-out period, which may be after the date that is 10 years from the date of grant. The Option Price shall not be set at less than the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the date of the grant. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance. The Omnibus Plan also permits the Company, upon receipt of written notice from an option holder, to allow for net-settlement of such Options pursuant to the terms set out in the Omnibus Plan. Upon the net settlement of the Options, the Company will deliver to the Participant, that number of Shares equal to the number of Options disposed ("Y") multiplied by the quotient obtained by dividing the result of the Market Price of one Share ("B") less the exercise price per Share and amount required to be withheld ("A") by the Market Price of one Share ("B").

2. Incentive Stock Options

   Incentive Stock Options may be issued to employees of the Company and its subsidiaries who are subject to income taxation in the U.S. Incentive Stock Options are exercisable, subject to vesting criteria established by the Board at the time of grant, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant (or 5 years, if the recipient is an existing 10% shareholder).

3. Share Units

   A Share Unit is an Award in the nature of a bonus for services rendered that, upon settlement, entitles the recipient to receive Shares as determined by the Board or, subject to the provisions of the Omnibus Plan, to receive the cash equivalent of such Shares, equal to the volume weighted average trading price of the Shares on the TSX for the five immediately preceding trading days, or a combination thereof. The Board may establish conditions and vesting provisions, including Performance Criteria, which need not be identical for all Share Units. The Board may also establish the Restriction Period (as defined in the Omnibus Plan) for Share Units to be settled, which shall not exceed December 31 of the calendar year which is 3 years after the calendar year in which the performance of services for which such Share Unit is granted, occurred, except in the case of long term Share Units, in which case the Board shall determine, at the time of grant, the period during which the Share Units can, subject to satisfying the vesting criteria, be settled, which shall not be more than 10 years from the date of grant. Share Units that are subject to Performance Criteria may become vested Share Units based on a multiplier, which may be greater or less than 100%,

   subject to such percentage being no greater than 200%.

   A Share Unit may be forfeited if conditions to vesting are not met. Dividend equivalents with respect to Awards of Share Units will be awarded on the same basis as cash dividends declared and paid on Shares. Dividend equivalents, if any, will be credited to the Participant's account in additional Share Units, the number of which shall be equal to a fraction where the numerator is the product of (i) the number of Share Units in such Participant's account on the date that dividends are paid multiplied by (ii) the dividend paid per Share and the denominator of which is the market value of one Share calculated on the date that dividends are paid.

4. Deferred Share Units

   A DSU is an Award attributable to a person's duties as a non-employee Director that, upon settlement, entitles the recipient to receive such number of Shares as determined by the Board, or to receive the cash equivalent of such Shares, equal to the volume weighted average trading price of the Shares on the TSX for the five immediately preceding trading days, or a combination thereof, as the case may be, and is payable after termination of the recipient's service with the Company. Participants who are Non-Employee Directors may elect annually to receive a percentage of their annual base compensation in DSUs, provided that such election must be made within 30 days of the calendar year of the effective date of the award, in which case the election will be effective with respect to the compensation payable for the first quarter after the election is made. Dividend equivalents with respect to Awards of DSUs will be awarded on the same basis as cash dividends declared and paid on Shares. DSUs must be settled no later than December 15 of the calendar year following the year in which the recipient of the DSU ceased to be a Director.

   Effect of Termination on Awards:

   Unless otherwise provided for in an Award Agreement or determined by the Board on an individual basis, in the event of the Participant's:

   1. Resignation: All of the Participant's unvested Awards are immediately forfeited and become void on the termination date, and any vested Options cease to be exercisable on the earlier of the thirtieth (30th) day after the termination date and the expiry date of the Option;

   2. Termination for Cause: All of the Participant's vested and unvested Options immediately terminate, and all unvested Share Units are immediately forfeited on the termination date;

   3. Termination not for Cause: All of the Participant's unvested Options immediately terminate and any vested Options cease to be exercisable on the earlier of the ninetieth (90th) day after the termination date and the expiry date of the Option. All unvested Share Units are immediately forfeited on the termination date;

   4. Termination due to Retirement: All unvested Share Units are immediately forfeited on the termination date. Any vested Options remain exercisable until the earlier of ninety (90) days from the date of retirement and the expiry date of the Option; or

   5. Termination Due to Death or Permanent Disability: The Participant's unvested Share Units will automatically vest on the date of death of the Participant or the date on which the Participant is determined to be totally disabled and the Company shall issue Shares or make payment with respect to the Share Units as soon as reasonably practicable thereafter, and any vested Options remain exercisable by the Participant's beneficiary until the earlier of 12 months after the Participant's death and the expiry date of the Option. In the event of the disability of a

Participant, any unvested Options held by such Participant will automatically vest and become exercisable on the earlier of the date of death of the Participant and the date on which the Participant is determined to be totally disabled or the expiry date of the Options, subject to the expiration of such Options occurring prior to the end of such 12-month period.

Change of Control:

If a Change of Control (as defined in the Omnibus Plan) occurs, subject to the following clause (c), then:

(a) all unvested Share Units shall immediately vest and be settled upon such Change of Control, and (b) all unvested Options shall vest and become exercisable upon such Change of Control; provided that (c) in the event that an Award (or portion of an Award) is otherwise subject to vesting upon the attainment of Performance Criteria, then the number of Share Units or Options that shall vest in accordance with the foregoing clauses (a) or (b) in respect of such Award (or portion of Award) shall be determined with reference to the Performance Criteria achieved as of such Change of Control, as determined by the Board in good faith (with the effective date of determination being chosen by the Board in good faith having regard to the potential need to determine such Performance Criteria in advance of the effective date of such Change of Control), and any Share Units or Options that otherwise do not vest based on the Board's determination of such Performance Criteria shall be forfeited and cancelled.

Assignment:

No Award or other benefit payable under the Omnibus Plan shall, except as otherwise provided by law, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Termination and Amendment:

1. The Board may suspend or terminate the Omnibus Plan at any time.

2. The Board may from time to time, in its absolute discretion and without approval of the Shareholders amend any provision of the Omnibus Plan or any Award, subject to any regulatory or stock exchange requirement at the time of such amendment, including, without limitation:

   1. any amendment to the general vesting provisions, if applicable, of the Awards or the Omnibus Plan;

   2. any amendment regarding the effect of termination of a Participant's employment or engagement;

   3. any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body;

   4. any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Plan;

   5. any amendment regarding the administration of the Omnibus Plan;

   6. a change to the termination provisions of the Options which does not entail an extension beyond the original expiry date; and

   7. any other amendment that does not require the approval of the shareholders of the Company, as provided below.

3. Notwithstanding the foregoing:

   1. no such amendment shall alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Omnibus Plan;

   2. the Board shall be required to obtain shareholder approval to make the following amendments:

      1. any increase to the maximum number of Shares issuable under the Plan (or the maximum number of Shares issuable under the Omnibus Plan in respect of Incentive Stock Options except in the event of an adjustment provided for in the Omnibus Plan);

      2. any amendment that extends the term of Options beyond the original expiry date;

      3. any amendment which extends the expiry date of any Award, or the Restriction Period, or the Performance Period of any Share Unit beyond the original expiry date or Restriction Period or Performance Period;

      4. except in the case of an adjustment provided for in the Omnibus Plan, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;

      5. any amendment which increases the maximum number of Shares that may be (i) issuable to insiders at any time; or (ii) issued to insiders under the Plan or established Share compensation arrangements (including the Prior Plans) in a one-year period, except in case of an adjustment provided for in the Omnibus Plan;

      6. any amendment to the definition of an Eligible Participant under the Omnibus Plan, including amendments to eligible participants that may permit the introduction or reintroduction of non-employee Directors on a discretionary basis or amendments that increase limits previously imposed on non-employee Director participation;

      7. any amendment which would permit Options granted under the Omnibus Plan to be transferable or assignable other than for normal estate settlement purposes; and

      8. any amendment to the amendment provisions of the Omnibus Plan.

Clawback:

Any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). It is a condition of each Award that in the event of:

1. termination for cause of a Participant, or the Board reasonably determines after termination of a Participant's employment that the termination could have been Termination for Cause;

2. the Board reasonably determining that the Participant engaged in conduct that causes material financial or reputational harm to the Company or its Affiliates, or engaged in gross negligence, wilful misconduct or fraud in respect of the performance of the Participant's duties for the Company or an Affiliate of the Company; or

3. the Company's financial statements being required to be restated (other than solely as a result of a change in accounting policy by the Company or under International Financial Reporting Standards applicable to the Company) and such restated financial statements disclose, in the opinion of the Board acting reasonably, materially worse financial results than those contained in the original statements,

   then the Board may, in its sole discretion, to the full extent permitted by governing law and to the extent it determines that such action is in the best interest of the Company, and in addition to any other rights

   that the Company or an Affiliate may have at law or under any letter or agreement, take any or all of the following actions, as applicable:

   1. reduce the number of, or cancel and terminate, any one or more unvested grants of Awards, or cancel or terminate any outstanding grants of Awards which have vested in the twelve

      (12) months prior to: (y) the date of termination for cause of a Participant or date the Board makes a determination under paragraph (i) or (ii) above; or (z) the date on which the Board determines that the Company's original financial statements are required to be restated, in the event paragraph (iii) applies (each of (y) and (z) being a "Relevant Equity Recoupment Date"); and/or

   2. require payment to the Company of the value of any Shares acquired by the Participant pursuant to an Award in the twelve (12) months prior to a Relevant Equity Recoupment Date.

   The Omnibus Plan Resolution

   The Board recommends that Shareholders vote FOR the following resolution with respect to the Omnibus Plan (the "Omnibus Plan Resolution") at the Meeting:

   "BE IT RESOLVED, as an ordinary resolution of the Shareholders of Lucara Diamond Corp. (the "Company") that:

   1. the Omnibus Incentive Plan ("Omnibus Plan") of the Company, as disclosed in the management information circular of the Company dated April 30, 2026, be and is hereby approved, ratified and confirmed;

   2. the Company has the ability to continue granting awards under the Omnibus Plan until June 18, 2029, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought;

   3. any one Director or officer of the Company be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolution."

The TSX has conditionally approved the Company's adoption of the Omnibus Plan, subject to receipt from the Company of, among other things, evidence of Shareholder approval. We recommend a vote "FOR" the adoption of the Omnibus Plan.

In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of Proxy intend to vote FOR the adoption of the Omnibus Plan.

As part of Lucara's commitment to strong governance practices, the Board has provided Shareholders with an opportunity to cast an advisory vote on the Board's overall approach to executive compensation ("Say-on-Pay") at its annual meeting. Lucara's approach to executive compensation was approved by 81.89% of the Shares voted at the 2025 annual meeting. The Company is again providing Shareholders with a non-binding advisory vote on Say-on-Pay.

The Report on Executive Compensation section of this Circular (starting on page 45) describes Lucara's compensation programs, which are designed to attract, retain and motivate qualified, high-calibre executive officers, and to align executive compensation with the performance of the Company and the creation of Shareholder value.

Shareholders will be asked to vote on the following resolution with respect to Say-on-Pay:

"BE IT RESOLVED that, on an advisory basis and not to diminish the role and responsibilities of the Board, that the Shareholders of Lucara accept the approach to executive compensation disclosed in the Circular delivered in connection with the Meeting."

We recommend a vote "FOR" the adoption of the advisory resolution on Say-on-Pay.

In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of Proxy intend to vote FOR the adoption of the advisory resolution on Say-on-Pay.

‌Because the vote is advisory it will not be binding upon the Board. However, the Compensation Committee of the Board will review and analyse the results of the vote and take into consideration such results as part of its ongoing review of and responsibility for executive compensation.

It is not known that any other matters will come before the Meeting other than as set forth above and in the Notice of Meeting accompanying this Circular, but if such should occur, you (or your proxyholder if you are voting by proxy) can vote as you see fit. The persons named in the accompanying Form of Proxy intend to vote on any such matters in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment thereof.

‌Lucara is committed to conducting our business in accordance with all applicable laws and principles of sound corporate governance. Lucara's 100% independent Corporate Governance & Nomination Committee has oversight of corporate governance policies, including our Code of Business Conduct and Ethics (joint responsibility with the Audit Committee), Diversity Policy, Whistleblower Policy, and Anti-Bribery & Anti-Corruption Policy (available on the Corporate Governance page of our website). National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") of the Canadian Securities Administrators requires the Company to annually disclose certain information regarding our corporate governance practices. That information is disclosed below.‌‌

The Board has adopted a formal mandate, which is posted on the Company's website. The principal responsibilities of the Board are to supervise and evaluate management; to oversee the conduct of the Company's business; to oversee the process used to identify principal risks related to the Company's business; to set policies appropriate for the business of the Company; and to approve corporate strategies

‌and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing Shareholder value. The Board met sixteen times in 2025.

In 2025, there were four (4) standing committees of the Board, namely, the:

• Corporate Governance and Nominating ("CGN") Committee;

• Compensation Committee;

• Environmental, Social and Governance ("ESG") Committee; and

• Audit Committee.

The Board may form other committees from time to time as appropriate to address matters the Company faces. Each Committee has a written mandate, and it reviews its mandate annually. Also, as discussed above, each Committee has a workplan for the year which covers standard items to be dealt with at the committee meetings and any additional items for that year. The following is a brief summary of the key functions, roles and responsibilities of each of the Board committees.

Matters of Corporate Governance and matters of nomination are under the jurisdiction and oversight of the CGN Committee, members of which are Peter O'Callaghan (chair), Paul Conibear and Sheila Colman. The CGN Committee Charter is available on the governance section of our website. Notably the CGN Committee met three (3) times in 2025 with 100% attendance by the committee members at each meeting.

Matters related to executive and Director compensation are under the purview of the Compensation Committee, members of which are Paul Conibear (Chair), Sheila Colman and Ian Gibbs. The Compensation Committee Charter is available on the governance section of our website. Notably the Compensation Committee met four (4) times in 2025 with 100% attendance by the committee members at each meeting.

Matters related to ESG are under mandate of the ESG Committee, a majority independent committee of the Board comprising Sheila Colman (Chair), Melissa Harmon and William Lamb. Mr. Lamb is the Company's President and CEO and is therefore not independent; however, the Board determined that Mr. Lamb's knowledge of the operations of the Company and previous mining experience would assist the ESG Committee in fulfilling its mandate. The ESG Committee Charter is available on the governance section of our website. The ESG Committee met four (4) times in 2025, with 100% attendance by the committee members at each meeting.

Information pertaining to the Audit Committee is set forth below, beginning on page 42.

The mandates for each committee provide the respective committee chairs with specific responsibilities relating to the committee that they chair. On an annual basis, each committee mandate is reviewed by the applicable committee and changes are recommended to the Board for approval, if applicable.

POSITION DESCRIPTIONS

The Board has written position descriptions for the Chair of the Board, CEO, Lead Director and committee chairs as can be found on the Corporate Governance section of the Company's website. The Board will

‌evaluate the need for position descriptions from time to time, and if additional written position descriptions appear to be justified, they will be prepared.

The Board is responsible for determining whether a Director is independent. With the assistance of the CGN Committee, the Board reviews each Director's independence and upon appointment or nomination of a new Director to ensure a majority of the Board is independent. The Board relies on the criteria set by the Canadian Securities Administrators in National Instrument 52-110 Audit Committees ("NI 52-110") and National Policy 58-201 Corporate Governance Guidelines in making this assessment. See Table 3 below for determination of Director independence.

Table 3: Board Independence

Note:

(1) Adam Lundin is not affiliated with Nemesia or the Lundin Family Trust as such term is defined in NI 52-110 and as such, the Board considers Mr. Lundin to be independent pursuant to applicable securities laws. Moreover, Mr. Lundin has no beneficial ownership of, or control or direction over, the securities of the Company that are held by Nemesia or the Lundin Family Trust.

Structures and Processes to Facilitate Independence from Management

The Board believes that the following structures and processes facilitate the functioning of the Board independently of management:

Chair and Lead Director

The Chair of the Board position is separate from the CEO position. In the position description for the Chair setting out the responsibilities of the Chair, it is specified that if the Chair is not independent that such responsibilities will be carried out by the Lead Director. In addition, in such circumstances the Lead Director would provide leadership for the Board's independent Directors. The Chair of the Board, Paul Conibear, is an independent Director.

Meetings of Independent Directors and Without Management

To facilitate open and candid discussion among Directors, a practice of holding two "in camera" sessions or meetings is normally followed for quarterly Board meetings. The first "in camera" session is for all Directors, including the CEO, and the second is only with independent Directors present. The "in camera" meetings of independent Directors are presided over by the Chair (unless he or she is not independent in which case the Lead Director would preside over the "in camera" portion of the meeting). The Audit Committee regularly holds sessions with the Company's external auditors without management present to discuss the audit and cooperation from management. Each of the four committees of the Board hold