Lucara Diamond Corp. — Capital/Financing Update 2021

Jun 23, 2021

Execution Version

EIGHTH AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT dated as of ______, 2021. May 4

BETWEEN:

THE BANK OF NOVA SCOTIA , a Canadian chartered bank (in its capacity as administrative agent for the Lenders, called the “ Administrative Agent ”);

LUCARA DIAMOND CORP. , a corporation existing under the laws of the Province of British Columbia, (the “ Borrower ”);

THE BANK OF NOVA SCOTIA , as Lender; and

FIRSTRAND BANK LIMITED (LONDON BRANCH) , as Lender.

RECITALS

• (A) The parties to this Agreement entered into an amended and restated credit agreement dated as of May 5, 2014, as amended by a first amending agreement and consent dated July 18, 2016, a second amending agreement dated as of May 4, 2017, a third amending agreement dated February 22, 2018, a fourth amending agreement dated December 19, 2018, a fifth amending agreement dated April 29, 2020, a sixth amending agreement dated June 29, 2020 and a seventh amending agreement dated September 25, 2020 (collectively, the “ Credit Agreement ”).

• (B) By way of an assignment agreement entered into on or around the date of this Agreement (the “ Assignment Agreement ”), The Bank of Nova Scotia as assignor assigns and transfers to FirstRand Bank Limited (London Branch) as assignee, certain commitments and participations in the Credit Facility, as more fully described in the Assignment Agreement, and as reflected in the amendments contained in this Agreement.

• (C) The parties to this Agreement wish to amend certain provisions of the Credit Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained in this Agreement, the parties covenant and agree as follows:

ARTICLE 1 DEFINED TERMS

1.1 Capitalized Terms. All capitalized terms which are used herein without being specifically defined in this Agreement shall have the meanings ascribed to them in the Credit Agreement as amended by this Agreement.

Eighth Credit Agreement Amendment Execution Counterpart

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ARTICLE 2 AMENDMENTS TO CREDIT AGREEMENT

2.1 General Rule. Subject to the terms and conditions in this Agreement contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

• 2.2 Definitions . Section 1.1 of the Credit Agreement is hereby amended as follows:

• (a) The definition of “ Availability Period ” is hereby deleted in its entirety and replaced with the following:

““ Availability Period ” means the period from and including the date of this agreement to and including the date that is one month prior to the Maturity Date, provided that if such date is not a Banking Day, the last day of the Availability Period shall be the immediately following Banking Day.”

• (b) The definition of “ Creditable Cash Balance ” is hereby deleted in its entirety and replaced with the following:

““ Creditable Cash Balance ” means, at any particular time, the aggregate amount of (i) all Cash at such time in Canadian dollars, United States dollars, Euros and Sterling domiciled in Canada, the United States, the European Economic and Monetary Union, the United Kingdom or Botswana and (ii) all Cash at such time in Pula domiciled in Botswana.”

• (c) The definition of “ Fee Letter ” is hereby deleted in its entirety and replaced with the following:

““ Fee Letter ” means:

• (a) the fee letter dated May 5, 2014 entered into between The Bank of Nova Scotia and the Borrower; and

• (b) any other fee letter entered into between the Borrower and a Finance Party in relation to this agreement.”

• (d) The definition of “ Maturity Date ” is hereby deleted in its entirety and replaced with the following:

• ““ Maturity Date ” means the earlier of:

(a) the effective date of the financing/loan agreement evidencing the Project Financing; and

• (b) November 5, 2021.”

Eighth Credit Agreement Amendment Execution Counterpart

• (e) The following new definition is hereby inserted after the definition of “Proceeds of Realization”:

““ Project Financing ” means the term and revolving facilities for a minimum of $220,000,000 to be made available by third party lenders to Lucara Botswana in relation to the underground expansion of the Karowe Diamond Mine in Botswana.”

2.3 Types of Credit Availments . Section 3.1 of the Credit Agreement is hereby amended by deleting section 3.1 in its entirety and replacing it with the following:

“Subject to the terms and conditions hereof the Borrower may obtain credit from the Lenders through the Branch of Account by way of one or more LIBOR Loans. Any extension of credit hereunder by way of drawdowns of LIBOR Loans shall be in a minimum amount of $1,000,000 and in multiples thereof. Notwithstanding anything to the contrary herein or any other provision of this agreement, at any time from and including the date on which the eighth amending agreement to this agreement becomes effective, the Borrower shall not be entitled to obtain credit by way of Base Rate Loans, Base Rate Canada Loans or Letters.”

2.4 In ability to Fund U.S. Dollar Advances. Section 3.5 of the Credit Agreement is hereby amended by deleting section 3.5 in its entirety and replacing it with the following:

“ 3.5 Inability to Fund U.S. Dollar Advances

If a Lender determines in good faith, which determination shall be final, conclusive and binding on the Borrower, and the Administrative Agent notifies the Borrower that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of United States dollars are unavailable to such Lender in Canada or London, United Kingdom, (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBOR, (iii) the making or continuation of United States dollar advances in Canada has been made impracticable by the occurrence of a contingency (other than a mere increase in rates payable by such Lender to fund the advance) which materially and adversely affects the funding of the advances at any interest rate computed on the basis of the LIBOR, or by reason of a change in any Applicable Law or government regulation, guideline or order (whether or not having the force of law but, if not having the force of law, one with which a responsible registered bank would comply) or in the interpretation thereof by any Official Body affecting such Lender or any relevant financial market, which results in LIBOR no longer representing the effective cost to such Lender of deposits in such market for a relevant Interest Period, or (iv) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the force of law but, if not having the force of law, one with which a responsible registered bank would comply) or any change therein or any interpretation or application thereof by any Official Body has made it unlawful for such Lender to make or maintain or give effect to its obligations in respect of United States dollar advances in Canada as contemplated herein, then:

Eighth Credit Agreement Amendment Execution Counterpart

• (a) the right of the Borrower to obtain any affected LIBOR Loan from such Lender shall be suspended until such Lender determines that the circumstances causing such suspension no longer exist and such Lender so notifies the Borrower;

• (b) if any affected LIBOR Loan is not yet outstanding, any applicable Drawdown Notice shall be cancelled and the advance requested therein shall not be made; and

• (c) if any LIBOR Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a LIBOR Loan is suspended, it shall be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) to such other availment (in the principal amount of such LIBOR Loan) as the Lenders and Borrower may mutually agree upon. ”

2.5 Use of Proceeds . Section 11.1 of the Credit Agreement is hereby amended by deleting the first sentence of subsection 11.1(c) and replacing it with the following:

“ Use of Proceeds. The Borrower shall apply all of the proceeds of the Credit Facility for its general corporate purposes; provided however, that the Borrower shall not use the Credit Facility for matters relating to the underground expansion project at the mine relating to the Karowe Project.”

2.6 Underground Capital Expenditure. Section 11.2 of the Credit Agreement is hereby amended by deleting subsection 11.2(n) in its entirety and replacing it with the following:

“[ Intentionally deleted ]”

2.7 Information Covenants . Section 11.1 of the Credit Agreement is hereby amended by deleting subsection 11.1(bb) in its entirety and replacing it with the following:

“The Borrower shall notify or deliver to the Administrative Agent:

• (i) within two (2) Banking Days of its occurrence, notice of any unscheduled stoppage, disruption, or suspension of mining or processing operations at the Project which lasts for a period longer than five consecutive days; and

• (iii) within five (5) Banking Days of the end of each month, an update regarding the Project Financing process and the achievement of any milestones in the process. ”

2.8 Conditions Precedent. Section 12.1 of the Credit Agreement is hereby amended by deleting the “.” at the end of paragraph (c) therein and replacing it with “and;” and adding the following new paragraph (d) immediately after paragraph (c) therein:

Eighth Credit Agreement Amendment Execution Counterpart

“from and after all draws from May 5, 2021, the Borrower shall have confirmed to the Lenders that the Project Financing has progressed to legal documentation and the lenders have obtained relevant credit approvals to do the same.”

2.9 Assignment. Section 16.5 of the Credit Agreement is hereby amended by deleting subsection 16.5(c) in its entirety and replacing it with the following:

• “(c) With the prior written consent of, (x) the Borrower (which consent shall not be required (i) if such sale is to one or more other Lenders or to an Affiliate of any Lender or (ii) in circumstances where a Default has occurred and is continuing), (y) the Administrative Agent and (z) the Issuing Lender, a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents to one or more Persons (“ Purchasing Lenders ”). No consent shall be required in the case of the sale by a Lender listed in Schedule II or Schedule III of the Bank Act (Canada) to its Affiliate that is listed in Schedule II or Schedule III to the Bank Act (Canada). Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Credit Documents and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of the interest so purchased provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of any damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment shall be for Individual Commitments of at least $5,000,000. Any such assignment by a Lender shall not be effective unless and until such Lender has paid to the Administrative Agent an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and until the Purchasing Lender has executed an instrument substantially in the form of Schedule C hereto whereby the Purchasing Lender has agreed to be bound by the terms of the Credit Documents as a Lender and has agreed to specific Individual Commitments with respect to the Credit Facility and a specific address and telefacsimile number for the purpose of notices as provided in Section 16.1 and unless and until the requisite consents to such assignment have been obtained, unless and until a copy of a fully executed copy of such instrument has been delivered to each of the Administrative Agent and the Borrower. Upon any such assignment becoming effective, Schedule A hereto shall be deemed to be amended to include the Purchasing Lender as a Lender with the specific Individual Commitment with respect to the Credit Facility, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the Purchasing Lender with respect to the Credit Facility. ”

2.10 Schedule A. Schedule A of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.

2.11 Schedule D. Schedule D of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2 attached hereto.

Eighth Credit Agreement Amendment Execution Counterpart

2.12 Schedule H. Schedule H of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 3 attached hereto.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. To induce the Lender and the Administrative Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lender and the Administrative Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date of this Agreement.

ARTICLE 4

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT

4.1 Conditions Precedent. This Agreement shall not become effective until the following conditions are satisfied:

• (a) a copy of the resolutions of the board of directors or shareholders (as applicable) meeting of the Borrower approving the terms of, and the transactions contemplated by, this Agreement;

• (b) a copy of the resolutions of the board of directors or shareholders (as applicable) meeting of each Guarantor approving (x) the terms of, and the transactions contemplated by, this Agreement and (y) the confirmations set out in section 6.2 of this Agreement;

• (c) a copy of this Agreement is executed and delivered to the Administrative Agent by each of the parties;

• (d) the acknowledgement and consent set out in this Agreement is executed and delivered by each Guarantor to the Administrative Agent;

• (e) a copy of the Assignment Agreement is executed and delivered to the Administrative Agent by each of the parties to it; and

• (f) the Borrower shall have paid to The Bank of Nova Scotia all accrued interest and fees owing to The Bank of Nova Scotia in connection with The Bank of Nova Scotia’s Individual Commitment under the Credit Agreement up to and including the effective date of the Assignment Agreement.

ARTICLE 5 EXTENSION FEE

5.1 Extension Fee. The Borrower shall pay to the Agent (for the account of each Lender) an extension fee in the amount, in the manner and at the times agreed in a fee letter dated on or about the date of this Agreement from the Agent to the Borrower.

Eighth Credit Agreement Amendment Execution Counterpart

ARTICLE 6 MISCELLANEOUS

6.1 Future References to the Credit Agreement. On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any other Credit Document or any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

6.2 Confirmation of Guarantee and Security. Each Obligor confirms and agrees that the Liens and other obligations expressed to be created under or pursuant to each Finance Document to which it is a party shall be binding upon such Obligor and its collateral (as described in each such Security Document), shall be unaffected by and shall continue in full force and effect notwithstanding the amendment to the Credit Agreement and amendments in respect thereof as constituted hereby and the execution and delivery and effectiveness of this agreement shall not in any manner whatsoever reduce, release, discharge, impair or otherwise prejudice the rights of the Finance Parties arising under, by reason of or otherwise in respect of such Liens and other obligations constituted by each such Finance Document. For the avoidance of doubt, each Obligor hereby confirms that each Finance Document to which it is a party continues in full force and effect.

6.3 Costs and expenses. The costs and expenses in connection with this Agreement and the transactions contemplated in it are for the account of the Borrower. 6.4 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

6.5 Inurement. This agreement shall enure to the benefit of and shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.

6.6 Conflict. If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this Agreement shall prevail and be paramount. This agreement shall not create any novation.

6.7 Further Assurances. The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this Agreement and to each and every provision of this Agreement.

6.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same agreement. Delivery of an executed signature page of this agreement by facsimile, email or pdf transmission shall be as effective as delivery of a manually executed counterpart of it.

[Remainder of page intentionally blank.]

Eighth Credit Agreement Amendment Execution Counterpart

IN WITNESS WHEREOF , the parties hereto have executed and delivered this agreement on the date first above written.

LUCARA DIAMOND CORP.

By: /s/ Eira Thomas Name: Eira Thomas Title: President, CEO & Director By: /s/ Zara Boldt Name: Zara Boldt Title: CFO & Corporate Secretary

[Signature page to Eighth Credit Agreement Amendment]

THE BANK OF NOVA SCOTIA, as Administrative Agent

By: /s/ Clement Yu Name: Clement Yu Title: Director

By: /s/ Ryan Moonilal Name: Ryan Moonilal Title: Analyst

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ Elizabeth Daponte Name: Elizabeth Daponte Title: Managing Director

By: /s/ Rannon Stuive Name: Rannon Stuive Title: Associate Director

[Signature page to Eighth Credit Agreement Amendment]

FIRSTRAND BANK LIMITED (LONDON BRANCH), as Lender

By: /s/ Mark Treagus Name: Mark Treagus Title: Authorised Signatory

By: Gareth Buchner Name: Gareth Buchner Title: Authorised Signatory

[Signature page to Eighth Credit Agreement Amendment]

By its signature below, each of the undersigned hereby acknowledges, agrees to and consents to this Agreement and the terms and conditions set forth in it (including, for greater certainty, Section 6.2 thereof).

AFRICAN DIAMONDS LIMITED

By: /s/ Zara Boldt Name: Zara Boldt Title: Director

BOTETI DIAMOND HOLDINGS INC.

By: /s/ Eira Thomas Name: Eira Thomas Title: Director By: /s/ Zara Boldt Name: Zara Boldt Title: Director

LUCARA DIAMOND HOLDINGS (I) INC.

By: /s/ Eira Thomas Name: Eira Thomas Title: Director By: /s/ Zara Boldt Name: Zara Boldt Title: Director

LUCARA BOTSWANA (PROPRIETARY) LIMITED

By: /s/ Zara Boldt Name: Zara Boldt Title: Director

[Signature page to Eighth Credit Agreement Amendment]

DEBWAT EXPLORATION (PROPRIETARY) LIMITED

By: /s/ Zara Boldt Name: Zara Boldt Title: Director

WATI VENTURES (PROPRIETARY) LIMITED

By: /s/ Zara Boldt

Name: Zara Boldt Title: Director

[Signature page to Eighth Credit Agreement Amendment]

SCHEDULE 1

SCHEDULE A LENDERS AND INDIVIDUAL COMMITMENTS

	Lenders		Individual Commitments
The Bank of Nova Scotia			$1
FirstRand Bank Limited (London Branch)			$49,999,999

SCHEDULE 2

SCHEDULE D FORM OF DRAWDOWN NOTICE

TO:

The Bank of Nova Scotia, as Administrative Agent

WBO - Loan Administration and Agency Services 3[rd] Floor, 720 King Street Toronto, Ontario M5V 2T3 Att: Senior Manager Facsimile: (416) 866-5991

With a copy to Global Loan Syndications Canada, Global Banking and Markets 40 King Street West, 62[nd] Floor Toronto, Ontario M5W 2X6 Att: Director and Head, Agency Services Facsimile: (416) 866-3329

RE: Amended and Restated Credit Agreement made as of May 5, 2014 (as amended to the date hereof, the “ Credit Agreement ”) between Lucara Diamond Corp, as borrower, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders

Pursuant to the terms of the Credit Agreement, the undersigned hereby irrevocably notifies you that it wishes to draw down under the Credit Facility on [date of drawdown] as follows:

Availment Option: LIBOR Loan

Amount: _____

Interest Period: ________

[You are hereby irrevocably authorized and directed to pay the proceeds of the drawdown to ___ and this shall be your good and sufficient authority for so doing.]

No Default or Event of Default has occurred and is continuing nor will arise as a result of the extension of credit hereby requested and the undersigned hereby confirms the truth and accuracy of the representations and warranties set forth in Article 10 of the Credit Agreement.

All capitalized terms defined in the Credit Agreement and used herein shall have the meanings ascribed thereto in the Credit Agreement.

DATED the __ day of ___, 20_.

LUCARA DIAMOND CORP.

By: Name: Title: By: Name: Title:

2

SCHEDULE 3

SCHEDULE H APPLICABLE RATES

LIBOR Loan interest rate margin	Standby Fee
%per annum	%per annum

3

Execution Version

ASSIGNMENT AGREEMENT

Dated May 4 , 2021

Reference is made to the Amended and Restated Credit Agreement made as of May 5, 2014 (as amended to the date hereof, the “ Credit Agreement ”) between Lucara Diamond Corp., as borrower, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders (in that capacity, the “ Administrative Agent ”). Terms defined in the Credit Agreement are used herein as therein defined.

The Bank of Nova Scotia (the “ Assignor ”) and FirstRand Bank Limited (London Branch) (the “ Assignee ”) agree as follows:

(a) The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a 99.99999996% interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below) (including, without limitation, such percentage interest in the Assignor’s Individual Commitment with respect to the Credit Facility as in effect on the Effective Date, the credit extended by the Assignor under the Credit Facility and outstanding on the Effective Date and the corresponding rights and obligations of the Assignor under all of the Credit Documents as it relates to the Credit Facility).

(b) The Assignor (i) represents and warrants that as of the date hereof its Individual Commitment with respect to the Credit Facility is $25,000,000 (without giving effect to assignments thereof which have not yet become effective, including, but not limited to, the assignment contemplated hereby), and the aggregate outstanding amount of credit extended by it under the Credit Facility is $25,000,000 (without giving effect to assignments thereof which have not yet become effective, including, but not limited to, the assignment contemplated hereby);(ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by the Obligors of any of their obligations under the Credit Documents or any other instrument or document furnished pursuant thereto; and (v) gives notice to the Administrative Agent and the Borrower of the assignment to the Assignee hereunder.

(c) The effective date of this Assignment (the “ Effective Date ”) shall be May 5 , 2021, being the date on which a copy of a fully executed copy of this Assignment has been delivered to the Borrower and the Administrative Agent in accordance with Section 16.5(c) of the Credit Agreement.

(d) The Assignee hereby agrees to the specific Individual Commitment of $49,999,999 in aggregate (including its existing Individual Commitment) and to the address and telefacsimile number set out after its name on the signature page hereof for the purpose of notices as provided in Section 16.1 of the Credit Agreement.

• 2 -

(e) As of the Effective Date (i) the Assignee shall, in addition to any rights and obligations under the Credit Documents held by it immediately prior to the Effective Date, have the rights and obligations under the Credit Documents that have been assigned to it pursuant to this Assignment and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Documents.

(f) On the Effective Date, the Assignee shall pay to the Assignor $24,999,999 (such amount being c.50% of the aggregate $50,000,000 credit which is outstanding under the Credit Facility on the Effective Date) to the relevant bank account specified below:

==> picture [464 x 241] intentionally omitted <==

(g) The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Documents for periods prior to the Effective Date directly between themselves.

This Assignment shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein.

THE BANK OF NOVA SCOTIA, as Assignor

By: /s/ Elizabeth Daponte Name: Elizabeth Daponte Title: Managing Director

By: /s/ Rannon Stuive Name: Rannong Stuive Title: Associate Director

(Signature Page – Lucara Diamond – Assignment Agreement – BNS to RMB)

FirstRand Bank Limited (London Branch) Austin Friars House 2-6 Austin Friars London, EC2N 2HD

Attention: Loretta Mkabela Email &

FIRSTRAND BANK LIMITED (LONDON BRANCH), as Assignee

By: /s/ Mark Treagus Name: Mark Treagus Title: Authorised Signatory By: /s/ Gareth Buchner Name: Gareth Buchner Title: Authorised Signatory

(Signature Page – Lucara Diamond – Assignment Agreement – BNS to RMB)

Acknowledged and agreed to as of this 4[th] day of May , 2021.

THE BANK OF NOVA SCOTIA, as Administrative Agent

By: /s/ Clement Yu Name: Clement Yu Title: Director By: /s/ Ryan Moonilal Name: Ryan Moonilal Title: Analyst Acknowledged and agreed to as of this 4[th] day of May , 2021.

THE BANK OF NOVA SCOTIA, as Issuing Lender

By: /s/ Elizabeth Daponte Name: Elizabeth Daponte Title: Managing Director

By: /s/ Rannon Stuive Name: Rannon Stuive Title: Associate Director

(Signature Page – Lucara Diamond – Assignment Agreement – BNS to RMB)

Acknowledged and agreed to as of this

4[th] day of May , 2021.

LUCARA DIAMOND CORP.

By: /s/ Zara Boldt

Name: Zara Boldt Title: CFO & Corporate Secretary

(Signature Page – Lucara Diamond – Assignment Agreement – BNS to RMB)