Lupaka Gold Corp.TSXV: LPK

MAILER

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Form of Proxy - Annual General and Special Meeting to be held on November 21, 2025 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, provided that Registered Shareholders that are individuals must only appoint another Registered Shareholder as their proxyholder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

    Proxies submitted must be received by 10:00 am, PST, on November 19, 2025. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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    To Vote Using the Telephone

    To Vote Using the Internet

    To Receive Documents Electronically



    • Call the number listed BELOW from a touch tone telephone.

      1-866-732-VOTE (8683) Toll Free

    • Go to the following web site: https://www.investorvote.com

    • Smartphone?

      Scan the QR code to vote now.

    • You can enroll to receive future securityholder communications electronically by visiting https://www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

For Against







  1. Number of Directors

    To set the number of Directors at five (5).



  2. Election of Directors

    1. Gordon Ellis





      For Withhold

    2. Norman Keevil





      For Withhold

    3. Lucio Pareja





      For Withhold

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    4. Luquman Shaheen 05. Mario Stifano

      For Withhold







  3. Appointment of Auditors

    Appointment of MNP LLP, Chartered Professional Accountants as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.

    For Against







  4. Re-Approval of the 2010 Incentive Stock Option Plan, as amended August 18, 2025

That the 2010 Option plan, as amended on August 18, 2025, subject to review and acceptance by the TSX Venture Exchange, is hereby approved.

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Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s) Date



Signing Capacity

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Form of Proxy - Annual General and Special Meeting to be held on November 21, 2025 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, provided that Registered Shareholders that are individuals must only appoint another Registered Shareholder as their proxyholder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

    Proxies submitted must be received by 10:00 am, PST, on November 19, 2025. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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    Fold

    To Vote Using the Telephone

    To Vote Using the Internet

    To Receive Documents Electronically



    • Call the number listed BELOW from a touch tone telephone.

      312-588-4290 Direct Dial

    • Go to the following web site: https://www.investorvote.com

    • Smartphone?

      Scan the QR code to vote now.

    • You can enroll to receive future securityholder communications electronically by visiting https://www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

For Against







  1. Number of Directors

    To set the number of Directors at five (5).



  2. Election of Directors

    1. Gordon Ellis





      For Withhold

    2. Norman Keevil





      For Withhold

    3. Lucio Pareja





      For Withhold

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    4. Luquman Shaheen 05. Mario Stifano

      For Withhold







  3. Appointment of Auditors

    Appointment of MNP LLP, Chartered Professional Accountants as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.

    For Against







  4. Re-Approval of the 2010 Incentive Stock Option Plan, as amended August 18, 2025

That the 2010 Option plan, as amended on August 18, 2025, subject to review and acceptance by the TSX Venture Exchange, is hereby approved.

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Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s) Date



Signing Capacity