Lucara Diamond Corp. — Proxy Solicitation & Information Statement 2022

Apr 8, 2022

NOTICE OF MEETING AND MANAGEMENT PROXY CIRCULAR ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 6, 2022 FOR LUCARA DIAMOND CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The Annual General and Special Meeting (the "Meeting") of the shareholders of LUCARA DIAMOND CORP. (the "Corporation" or "Lucara") will be held at the office of Blake, Cassels & Graydon LLP, Suite 2600, 595 Burrard St., Vancouver, British Columbia V7X 1L3, on Friday, May 6, 2022 at 11:00 a.m. (Pacific Standard Time) for the following purpose:

• 1. To receive the audited consolidated financial statements for the year ended December 31, 2021, together with the report of the auditors;
• 1. To reappoint the auditor for the upcoming year and to authorize the directors to fix theirremuneration;
• 1. To elect directors for the upcoming year;
• 1. To pass an ordinary resolution to approve certain amendments to the share units plan;
• 1. To pass an ordinary resolution to approve the renewal of the Corporation's share unit plan which has been amended to increase the maximum share reservation and to approve the unallocated awards under the Share Unit Plan; and
• 1. To adopt an advisory resolution on executive compensation.

Your vote is important. If you held Lucara shares on Wednesday, March 23, 2022, 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 Proxy Circular and a proxy form or a voting instruction form. The audited consolidated financial statements of the Corporation for the year ended December 31, 2021, have been provided separately to those shareholders who requested a copy. They are also available on the Corporation's website at www.lucaradiamond.com and on SEDAR at www.sedar.com.

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 11:00 a.m. (Pacific Time) Monday, May 4, 2022.

BY ORDER OF THE BOARD

(signed) "Eira Thomas"

Chief Executive Officer Dated March 23, 2022

Management Proxy Circular Annual General and Special Meeting of Shareholders Friday, May 6, 2022

Dated March 23, 2022

	SECTION 1 – VOTING INFORMATION 6
	GENERAL6
	HOW TO VOTE IF YOU ARE A REGISTERED SHAREHOLDER AND YOUR SHARES TRADE ON THE TSX7
TSX	HOW TO VOTE IF YOU ARE A NON-REGISTERED (OR BENEFICIAL) SHAREHOLDER AND YOUR SHARES TRADE ON THE 8
	HOW TO VOTE IF YOUR SHARES TRADE ON THE NASDAQ STOCKHOLM EXCHANGE9
	HOW TO VOTE IF YOUR SHARES TRADE ON THE BOTSWANA STOCK EXCHANGE10
	WHO IS ENTITLED TO VOTE AND HOW THE VOTES ARE COUNTED 10
	WHO ARE THE PRINCIPAL SHAREHOLDERS 10
	SECTION 2 - BUSINESS OF THEMEETING 10
2.1	FINANCIAL STATEMENTS 10
2.2.	APPOINTMENT AND REMUNERATION OF AUDITORS 11
2.3	ELECTION OF DIRECTORS11
2.5	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION18
	SECTION 3 - CORPORATEGOVERNANCE 18
3.1	STATEMENT OF CORPORATE GOVERNANCE PRACTICES18
3.2	MANDATE OF THE BOARD OF DIRECTORS 18
3.3	INDEPENDENCE 19
3.4	SIZE OF BOARD 20
3.5	SERVING ON OTHER BOARDS 20
3.6	MEETING ATTENDANCE20
3.7	POSITION DESCRIPTIONS20
3.8	ASSESSMENT OF BOARD PERFORMANCE21
3.9	ORIENTATION AND CONTINUING EDUCATION 21
3.10	NOMINATION OF DIRECTORS22
3.11	DIVERSITY & INCLUSION - EXECUTIVE OFFICERS AND BOARD 23
3.12	DETERMINATION OF DIRECTORS' COMPENSATION24
3.13	DIRECTOR RETIREMENT POLICY AND TERM LIMITS 24
3.14	COMMITTEES OF THE BOARD25
3.15	APPROACH TO ENVIRONMENT, SOCIAL AND GOVERNANCE MATTERS29
3.16	ETHICAL BUSINESS CONDUCT30
3.17	DIFFERENCES FROM SWEDISH CORPORATE GOVERNANCE CODE31
3.18	SHAREHOLDER COMMUNICATIONS 31
	SECTION 4 – EXECUTIVE COMPENSATION 32
4.1	2021 COMPENSATION DISCUSSION AND ANALYSIS32
4.2	COMPENSATION OF NAMED EXECUTIVE OFFICERS 38

	SECTION 5 – COMPENSATION OFDIRECTORS 52
	SECTION 6 – OTHER INFORMATION 53
6.1	EQUITY COMPENSATION PLAN INFORMATION53
6.2	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS60
6.3	MANAGEMENT CONTRACTS60
6.4	INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON60
6.5	INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 60
6.6	ADDITIONAL INFORMATION61
6.7	DIRECTORS' APPROVAL 61
	APPENDIX A - BOARD OF DIRECTORS' MANDATE62
	APPENDIX B – CLIMATE RELATED RISKS AND OPPORTUNITIES 63

You have received this Management Proxy Circular (the "Circular") because you owned common shares ("Common Shares") in the capital of Lucara Diamond Corp. ("Lucara" or the "Corporation") on March 23, 2022, the record date. As a shareholder, you have the right to attend the annual meeting of shareholders on Friday, May 6, 2022, at the time and place in the accompanying notice (the "Meeting") or at any adjournment or postponement thereof. The business of the Meeting will be conducted at the place in the accompanying notice.

The Corporation encourages you to vote your shares by proxy in advance of the Meeting, via mail, telephone or on the internet. In conducting the Meeting on May 6, 2022, the Corporation intends to follow the guidelines for physical distancing prescribed by the Public Health Agency of Canada to minimize the spread of the novel coronavirus disease (COVID-19), as such guidelines are applicable as at the date of the Meeting. No management presentation will be made following the business of the Meeting.

Unless otherwise stated, the information contained in this Circular is given as at March 23, 2022 and all dollar amounts are expressed as Canadian dollars.

The solicitation of proxies on behalf of management is being made primarily by mail, at Lucara's expense. Proxies may also be solicited personally or by telephone by directors, officers and employees of the Corporation.

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

The persons named on the proxy form are directors, officers, or employees of Lucara. They will vote your Common Shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint another person to be your proxyholder. If you appoint someone else, he or she must be present at the Meeting to vote your Common Shares.

Please follow the instructions below for voting. This Circular is being sent to both Registered and Non-Registered (or Beneficial) Shareholders. The Corporation is not sending proxy-related materials directly to non-objecting beneficial owners under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporter Issuer and is not relying on the notice-and-access provisions of securities law for delivery toeither Registered or Beneficial Shareholders. The Corporation will deliver proxy-related materials to nominees, custodians and fiduciaries and they will be asked to promptly forward themto Beneficial Shareholders. The Corporation intends to pay for intermediaries to forward the Meeting materials and voting instruction forms to objecting beneficial owners.

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Registered Shareholder

You are a Registered Shareholder if your Common Shares are registered in your name and you have a share certificate.

Non-Registered (or Beneficial) Shareholder

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

If you are unsure if you are a Registered Shareholder or Non-Registered (or Beneficial) Shareholder, please contact Computershare at:

Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, Ontario, M5J 2Y1 1-800-564-6253 (toll-free in Canada and U.S.) 1-514-982-7555 (international) service@computershare.com

At the Meeting, shareholders will be asked to vote on the matters described in SECTION 2 of this Circular "BUSINESS OF THE MEETING".

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. Please see below "How to complete the Proxy Form if you are a Registered Shareholder with shares trading on the TSX" for more information.

1. 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.

1. On the internet:

Go to 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.

How to complete the Proxy Form if you are a Registered Shareholder with shares trading on the TSX:

Complete your voting instructions, sign and date your proxy form and return it so that it is receivedbefore 11:00 a.m. (Pacific Time) on Wednesday, May 4, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the adjourned or postponed Meeting. When you sign the proxy form (unless you appoint someone else, see below), you are authorizing the appointees, who are directors, officers or employees of Lucara, to vote your Common Shares for you at the Meeting. The Common Shares represented by a proxy form will be voted in favour or withheld from voting or voted against, as applicable, in accordance with your instructions on any ballot that may be called for at the Meeting. If you return your proxy form and do not indicate how you want to vote your Common Shares, your vote will be cast:

• FOR the appointment of PricewaterhouseCoopers LLP as auditors and authorizing the directors to fix their remuneration;
• FOR the election of each of the persons nominated for election as directors in this Circular;
• FOR certain amendments to the share units plan;
• FOR renewal of the share units plan to increase the maximum share reservation and to approve the

unallocated awards under the Share Unit Plan; and

• FOR the adoption of an advisory resolution on executive compensation as more fully described in this Circular.

Your proxyholder will also vote your Common Shares as he or she sees fit on any other matter, including amendments or variations of matters identified in this Circular or that may properly come before the Meeting and in respect of which you are entitled to vote. As at the date of this Circular, the Board of Directors (the "Board") and management do not know of any amendments or variations to the proposed items of business or any additional matters which may be presented for consideration at the Meeting.

If you are appointing someone else to vote your Common Shares at the Meeting, insert the name of the person you are appointing as your proxyholder in the space provided. Your proxyholder does not have to be a shareholder. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting. At the Meeting, the person you appoint should register with the Computershare representative at the registration table.

If you are an individual shareholder, you or your authorized attorney must sign the proxy form. If the shareholder is a corporation or other legal entity, an authorized officer or attorney must sign the proxy form.

If you need help completing your proxy form, please contact Computershare at the contact information listed above under "GENERAL".

How to Change or Revoke your Vote – if you are a Registered Shareholder with shares trading on the TSX: If you wish to change a vote you made by proxy:

• complete a proxy form that is dated later than the proxy form you are changing and deposit it with Computershare so that it is received before 11:00 a.m. (Pacific Time) on Wednesday, May 4, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the adjourned or postponed Meeting; or
• vote again by telephone or on the internet before 11:00 a.m. (Pacific Time) on Wednesday, May 4, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the adjourned or postponed Meeting.

If you wish to revoke a vote you made by proxy:

• attend in person at the Meeting;
• send a notice of revocation in writing from you or your authorized attorney to the registered office of the Corporation, at Suite 2600, Three Bentall Centre, P.O. Box 49314, 595 Burrard Street, Vancouver, British Columbia, V7X 1L3, so that it is received by the close of business (Pacific Time) on May 5, 2022 or, in the case of any adjournment or postponement of the Meeting, by the close of business on the last business day before the day of the adjourned or postponed Meeting;
• give a notice of revocation in writing from you or your authorized attorney to the Chair of the Meeting or the Corporate Secretary on the day of, but prior to the commencement of the Meeting; or
• • in any other manner permitted by law.

By Proxy

In accordance with applicable securities law requirements, the Corporation has distributed copies of the Meeting materials and the form of proxy and voting information form to the intermediaries and clearing agencies for distribution to the non-registered shareholders. The Corporation intends to pay for intermediaries to forward the Meeting materials and voting instruction forms to objecting beneficial owners.

Non-registered shareholders should carefully follow the instructions of their intermediary, including those regarding

when and where the proxy or voting instruction form is to be delivered. There may be deadlines for non-registered shareholders that are earlier than the deadlines for proxies from registered shareholders set out above.

In order to vote using the voting instruction form:

• Non-objecting beneficial owners: Fill in the voting instruction form you received with this package and carefully follow the instructions provided. You can send your voting instructions by phone or by mail or through the internet.
• Objecting beneficial owners: Sign and date the voting instruction form your intermediary sends to you and follow the instructions for returning the form.

Your intermediary (your broker, investment dealer, bank, trust company, nominee or other intermediary) is responsible for properly executing your voting instructions.

Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form together with this Circular. You may change your voting instructions given to an intermediary by notifying such intermediary in accordance with the intermediary's instructions. Only registered shareholders have the right to revoke a proxy. A non-registered shareholder who has submitted voting instructions to an intermediary should contact their intermediary for information with respect to revoking their voting instructions.

Make sure your voting instruction form or proxy form, as applicable, is properly completed and that you allow enough time for it to reach Computershare if you are sending it by mail.

In Person

Lucara does not have access to the names or holdings of our Non-Registered (or Beneficial) shareholders. This means you can only vote your Common Shares in person at the Meeting if you have previously appointed yourself as the proxyholder for your Common Shares by inserting your name in the space provided on the voting instruction form, which you received from your intermediary, and submitting it as directed on the form.

Non-registered shareholders cannot use a voting instruction form to vote directly at the Meeting. If you are a nonregistered shareholder and you wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and following all of the applicable instructions provided therein, including as follows:

• Non-objecting beneficial owners: Follow the instructions on the voting instruction form. You must request a legal proxy form granting you the right to attend the Meeting and vote, and return the proxy form to our transfer agent, Computershare, within the time periods specified.
• Objecting beneficial owners: Follow the instructions on the voting instruction form from your intermediary, and request a proxy form, which grants you the right to attend the Meeting and vote and return the proxy form to our transfer agent, Computershare, within the time periods specified.

Your voting instructions must be received by Computershare by 11:00 a.m. (Pacific Time) on Wednesday, May 4, 2022 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the adjourned or postponed Meeting. You should identify yourself to the representative from Computershare before entering the Meeting to register your attendance at the Meeting.

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 Stockholm 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.

The information in this section is of significance to shareholders whose securities are listed on the Botswana Stock Exchange ("Botswana Registered Securities"). The shareholders' register for Botswana Registered Securities is maintained by Corpserve Botswana. Botswana Registered Securities will receive a proxy form (the "Botswana Proxy") by email or mail directly from Corpserve Botswana. The Botswana Proxy must be completed and returned to Corpserve Botswana strictly in accordance with the instructions and deadlines described in such Proxy.

Each shareholder is entitled to one vote for each Common Share held as of the record date, March 23, 2022, on all matters at the Meeting. As of the record date, there are 453,566,923 issued and outstanding Common Shares.

Computershare counts and tabulates the votes. It does this independently of Lucara to make sure that the votes of individual shareholders are confidential. Computershare refers proxy forms to Lucara only when:

• it is clear that a shareholder wants to communicate with management;
• the validity of the proxy is in question; or
• • the law requires it.

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

PRINCIPAL SHAREHOLDER	COMMON SHARES	% OWNERSHIP
Nemesia S.à.r.l ("Nemesia")(1)	87,393,533	19.27%
Zebra Holdings and Investments S.à.r.l ("Zebra")(1)	23,762,977	5.24%
Letko, Brosseau & Associates	53,997,350	11.92%

(1) Nemesia and Zebra are private corporations owned by a trust whose settlor is the Estate of Adolf H. Lundin. Collectively, as of March 23, 2022 they hold 111,156,510 Common Shares which represents approximately 24.51% of the current outstanding Common Shares.

The audited consolidated financial statements of the Corporation for the year ended December 31, 2021 have been provided to shareholders who requested them and are available on Lucara's website at www.lucaradiamond.com or at SEDAR at www.sedar.com. Management will discuss these consolidated financial results at the Meeting. No vote of shareholders is required with respect to this item of business.

The Board recommends the re-appointment of PricewaterhouseCoopers LLP Chartered Professional Accountants ("PwC"), Vancouver, British Columbia, as auditors of the Corporation to hold office until the termination of the next annual meeting of the shareholders. The annual audit was most recently tendered in 2020.

As in past years, it is proposed that the remuneration to be paid to the auditors shall be determined by the Board. For further information on the external auditors including fees paid to the auditors in 2020 and 2021, please refer to page 26 of this Circular.

You may either vote for reappointing PwC as Lucara's auditor to hold office until the end of the next annual meeting and authorizing the directors to fix the auditor's remuneration or you can withhold your vote. If you do not specify how you want your shares voted, the named proxyholders intend to cast votes FOR reappointing PwC and authorizing the directors to fix PwC's remuneration.

Nominees - Directors

The term of office of each of the present directors expires at the Meeting. On February 17, 2022, Mr. Lukas Lundin, current Chair and a Director of the Corporation, indicated his intention to retire from the Board upon the completion of his term at the Corporation's 2022 Annual Meeting of Shareholders. Therefore, six of the nominees are existing directors of the Corporation and one individual who has not previously served as a director of Lucara is nominated for election to the Board to replace Mr. Lukas Lundin. The Board is recommending that the seven individuals nominated be elected at the Meeting. The Board has assessed the skills and experience that the directors standing for election offer and is satisfied the nominees meet the Board's requirements. Each director elected at the Meeting will serve as a director until the next annual meeting unless he or she resigns or is otherwise removed from office earlier. The average tenure of the non-executive directors standing for re-election is six years. The Chair of the Board will be appointed by the Board following the Meeting.

You may either vote for the election of each of the below nominees or you can withhold your vote. If you do not specify how you want your shares voted, the named proxyholders intend to cast votes FOR the election of the below named nominees. If any proposed nominee is unable to serve as a director or withdraws his or her name, the named proxyholders reserve the right to nominate and vote for another individual in their discretion.

The Board has 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 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.

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 52 and 53 for director compensation received.

Adam LUNDIN
British Columbia, Canada	Board and Committee Meeting Attendance
Age, 35	N/A – nominated for election at the 2022 Meeting
Independent:	Current Occupation
Yes	CEO, Josemaria Resources Inc. (resource company)
Director since:	Biography
Not applicable.	Mr. Adam Lundin has many years of experience in capital markets and public company management across the natural resources sector. His background includes oil & gas and mining technology, investment advisory, international finance and executive management. He began his career working for several Lundin Group mining companies in various countries before moving into finance where he specialized in institutional equity sales, ultimately becoming co head of the London office for an international securities firm.
# of voting securities	Other Public Boards
owned:	Josemaria Resources Inc. (TSX, Nasdaq Stockholm)
59,000 (indirect)	Filo Mining Corp. (TSX-V, Nasdaq First North Growth Market Stockholm)
	NGEx Minerals Ltd. (TSX-V)
	Lundin Energy AB (Nasdaq Stockholm)
David DICAIRE
British Columbia, Canada	Board and Committee Meeting Attendance
Age, 63	Board: 9 of 9
	Audit Committee: 5 of 5
	Safety, Health, Environment and Community Relations Committee: 4 of 4
Independent:	Current Occupation
Yes	Vice President, Projects, Lundin Gold Inc. (resource company)
Director since: May 2020	Biography Mr. Dicaire has over 40 years of experience in the mining, engineering and construction industry on a variety of global projects leading both the Owners and EPCM teams. Prior to joining Lundin Gold, Mr. Dicaire was employed by Freeport-McMoRan Inc. as the Project Director for the highly successful US\$4.6 billion Cerro Verde Expansion Project in Peru. Prior to moving to Freeport, Mr. Dicaire was the General Manager, Project Development for South America for Xstrata Copper (now Glencore plc) based in Santiago, Chile. Mr. Dicaire's experience covers all facets of project management for all types of mining projects ranging from running EPC/EPCM projects down to pre-feasibility studies.
# of voting securities	Other Public Boards
owned:	Bluestone Resources Inc. (TSX-V)
0
Paul CONIBEAR(1)
British Columbia, Canada	Board and Committee Meeting Attendance
Age, 64	Board (Lead Director): 9 of 9
	Compensation Committee (Chair): 5 of 5
	Corporate Governance and Nominating Committee: 3 of 3
Independent:	Current Occupation
Yes	Corporate Director

Director since: April 2007	Biography Mr. Conibear has over 35 years of experience in the mining industry in Africa, North and South America and Europe. His background includes 21 years of project and construction management across a diverse range of minerals projects encompassing base and precious metal, coal, uranium and potash investments. For the last 20 years he has held public company executive management and director's positions, last serving as President and CEO of Lundin Mining Corp. from 2010 until his retirement in 2018. Mr. Conibear also served for several years as President & CEO of Tenke Mining Corp., where he was instrumental in progressing the world class Tenke Fungurume copper/cobalt project towards its current position as a major mining operation in central Africa.
# of voting securities owned: 383,000	Other Public Boards Josemaria Resources Inc. (TSX, Nasdaq Stockholm)
Peter J. O'CALLAGHAN
British Columbia, Canada Age, 63	Board and Committee Meeting Attendance Board: 9 of 9 Compensation Committee: 5 of 5 Corporate Governance and Nominating Committee (Chair): 3 of 3
Independent: No	Current Occupation Partner, Blake, Cassels & Graydon LLP (law firm)
Director since: May 2020	Biography Mr. O'Callaghan is the Office Managing Partner of the Vancouver office of Blake, Cassels & Graydon LLP, a leading Canadian law firm. Mr. O'Callaghan's practice is focused on merger and acquisition transactions in the mining sector. He also has extensive experience in corporate finance transactions, including public and private equity financings, take-over and issuer bids, and acting as independent counsel to investment dealers and boards of directors. He has acted in respect of many mining transactions in Canada, the U.S., South America, Africa, China and Australia.
# of voting securities owned: 0	Other Public Boards Nil
Marie INKSTER
Ontario, Canada Age, 50	Board and Committee Meeting Attendance Board: 9 of 9 Audit Committee (Chair): 5 of 5 Compensation Committee: 5 of 5
Independent: Yes	Current Occupation Corporate Director
Director since: June 2014	Biography Ms. Inkster has 20 years of experience in public company management, corporate transactions, public and private debt and equity fundraising, and public company reporting and disclosure. She most recently served as President and CEO of Lundin Mining Corp from October 2018 to October 2021 after serving for nearly 10 years as Chief Financial Officer. She was also a Director and member of the Health, Safety, Environment and Community Committee of Lundin Mining during her tenure as CEO. Prior to joining Lundin Mining, Ms. Inkster held senior positions in a number of publicly traded companies, including five years with LionOre Mining International Ltd where she served as Vice President, Controller at the time of its acquisition by Norilsk Nickel in July of 2007. Ms. Inkster served as Chairperson of the International Zinc Association from 2020

	to 2021.
# of voting securities owned: 180,000	Other Public Boards Nil
Catherine McLEOD-SELTZER
British Columbia, Canada Age, 62	Board and Committee Meeting Attendance Board: 8 of 9 Audit Committee: 5 of 5 Corporate Governance and Nominating Committee: 3 of 3 Safety, Health, Environment and Community Relations Committee (Chair): 4 of 4
Independent: Yes	Current Occupation Chair of Kinross Gold Corporation and Chair of Bear Creek Mining Corp.
Director since: February 2018	Biography Ms. McLeod-Seltzer has been directly involved in more than \$6 billion in corporate transactions in the past 30 years and has been instrumental in helping build a number of successful mineral companies, including, Arequipa Resources, Francisco Gold, Miramar Mining, Bear Creek Mining, Stornoway Diamonds and Peru Copper Inc. Ms. McLeod-Seltzer was named Mining Man of the Year by The Northern Miner in 1999, and in 1997 she was given the "Award for Performance", and in 2021 the Award for "Significant Board Contribution" by the Association of Women in Finance. She has also held positions on the Financial Post's "Power 50". Ms. McLeod-Seltzer is currently Chair of Bear Creek Mining Corp and the Independent Chair of the Kinross Gold Board of Directors. She is a recognized leader in the minerals industry for her ability to create growth focused companies that generate significant shareholder value.
# of voting securities owned: 4,400,000 (direct) 100,000 (indirect)	Other Public Boards Bear Creek Mining Corp. (TSX-V) Flow Capital Corp. (TSX-V) Kinross Gold Corporation (TSX/NYSE)
Eira THOMAS
British Columbia, Canada Age, 53	Board and Committee Meeting Attendance Board: 9 of 9 Safety, Health, Environment and Community Relations Committee: 4 of 4
Independent: No	Current Occupation President, CEO and Director of the Corporation as of February 25, 2018
Director since: August 2009	Biography Ms. Thomas is a Canadian geologist with over 25 years of experience in the Canadian mining industry, including her previous roles as Vice President, Aber Resources, now Dominion Diamond Corp., CEO of Stornoway Diamond Corp., and CEO of Kaminak Gold Corporation. In 2007, Ms. Thomas founded Lucara Diamond Corporation, with partners Lukas Lundin and Catherine McLeod-Seltzer; since February 2018, Ms. Thomas has served as President and CEO of Lucara. In 2008, Ms. Thomas was one of only four Canadians that year to be named to the "Young Global Leaders", by the World Economic Forum, and in 2007 she was selected as one of Canada's 'Top 100 Most Powerful Women'. Ms. Thomas is currently a director of Suncor Energy Inc. where she chairs the Governance Committee.
# of voting securities owned:	Other Public Boards Suncor Energy Inc. (TSX/NYSE MKT)
5,401,299

Notes to Profiles of the Nominated Directors re Corporate Cease Trade Orders/Bankruptcies:

(1) RB Energy Inc. ("RBI") commenced proceedings under the Companies' Creditors Arrangement Act (the "CCAA") in 2014. CCAA proceedings continued in 2015 and a receiver was appointed in May 2015. The TSX de-listed RBI's common shares in November 24, 2014 for failure to meet the continued listing requirements of the TSX. Mr. Conibear was never a director, officer or control person of RBI but he was a director of one of the amalgamating companies that formed RBI, Sirocco Mining Inc. ("Sirocco"). On January 31, 2014, Mr. Conibear resigned as a director of Sirocco at which time Sirocco was financially solvent. However, as a result of the amalgamation of Canada Lithium and Sirocco to form RBI, Mr. Conibear was a director of an issuer within the period of 12 months preceding it filing for CCAA protection.

Legend Stock Exchanges:

TSX	= Toronto StockExchange
TSX-V	= TSX Venture Exchange
Nasdaq First North	= Nasdaq First North
Nasdaq Stockholm	= Nasdaq Stockholm Exchange
OMX	= OMX Nasdaq
NYSE	= New York Stock Exchange
NYSE American	= New York American Stock Exchange
OTCQB	= OTC Markets Group

Directors' Skill Assessment Matrix

The Corporate Governance and Nominating Committee requests directors on an annual basis to complete a matrix identifying their experience against a key set of skills and experience deemed desirable for Lucara Board members. This matrix is used as a tool by the Board in assessing needs in the context of the nomination process.

AREA OF EXPERTISE	PAUL CONIBEAR	DAVID DICAIRE	MARIE INKSTER	LUNDIN M ADA	MCLEOD-SELTZER C.	PETER J. O'CALLAGHAN	MAS EIRA THO	TOTAL
Diamond Industry	X	X			X	X	X	5
Diamond Sales and Marketing							X	1
Environmental, Safety and Occupational Health	X	X	X	X	X		X	6
Finance & Financial Reporting	X	X	X		X	X	X	6
Human Resources & Compensation	X	X	X	X	X	X	X	7
Legal and Corporate Governance	X		X	X	X	X	X	6
Mergers & Acquisitions (i.e. Project Assessment & Due Diligence)	X	X	X	X	X	X	X	7
Mining Operations and Technical Skills	X	X	X	X	X		X	6
Risk Management	X	X	X	X	X	X	X	7
Strategic Planning	X	X	X	X	X	X	X	7
Technology Experience		X		X			X	3

OTHER METRICS OF INTEREST RELATED TO THE NOMINEES PROPOSED FOR ELECTION AT THE 2022 MEETING	PAUL CONIBEAR	DAVID DICAIRE	MARIE INKSTER	M LUNDIN ADA	MCLEOD SELTZER C.	O'CALLAGHAN PETER J.	MAS EIRA THO	TOTAL
Gender Diverse Director			X		X		X	43%
Board Tenure (in years, including CEO)	15	2	8	n/a	4	2	13	7
Attendance at > 75% of Board Meetings	X	X	X	n/a	X	X	X	100%
Age 60 to 69 years	X	X			X	X		57%
Age 50 to 59 years			X				X	29%
Age less than 50 years				X				14%

Advance Notice

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 Corporation on June 21, 2013 and is posted on the Corporation'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.

2.4 RESOLUTION ON APPROVAL OF AMENDMENT TO SU PLAN AND UNALLOCATED AWARDS

Currently Lucara has three types of share based compensation plans: a deferred share unit ("DSU") plan for directors, a share unit ("SU") plan (under which both restricted and performance share units are granted) used for grants to executives and senior employees and a stock option plan.

As described in more detail in the "2021 Compensation Discussion" below, the Board determined that a greater amount of long-term incentive compensation for executives should take the form of Restricted Share Units ("RSUs") and Performance Share Units ("PSUs"), with a lesser use of stock options as a form of executive compensation. PSUs were first granted in 2020 and have been granted in each subsequent year, with the weighting of PSUs increasing from 25% to 50% of the long-term incentive compensation weighting for the 2022 grants. Lucara's existing SU Plan provides participants with an incentive to enhance shareholder values by providing a form of compensation that is tied to the market value of the Corporation's shares. The Corporation uses the SU Plan to align participant's interests with that of shareholders including using performance share units and time-vested restricted share units.

Currently, the maximum number of Common Shares made available for issuance from treasury under the Corporation's SU plan is fixed at 10,000,000. In order to reflect the determination by the Board that a greater portion of executive compensation should take the form of RSUs and PSUs, the Corporation proposes to amend the SU plan to increase the number of Common Shares reserved for issuance under the SU plan to such number of Common Shares which does not exceed 10% of the then outstanding common shares, minus such number of shares reserved for issuance under the Corporation's option plan and DSU Plan.

The table below sets out the number of Common Shares currently reserved for issuance under each of the three existing share based compensation plans, the number of awards outstanding as of March 23, 2022 and the proposed allocation for the share based compensation plans going forward, which is subject to approval by the Corporation's Shareholders.

TYPE OF PLAN	RESERVED FOR ISSUANCE	AS A % OF ISSUED AND OUTSTANDING	CURRENTLY GRANTED	AS A % OF ISSUED AND OUTSTANDING	PROPOSED ALLOCATION	AS A % OF ISSUED AND OUTSTANDING
Stock Options	10,000,000	2.2%	7,846,000	1.7%	10,000,000	2.2%
RSUs & PSUs	10,000,000	2.2%	7,206,000	1.6%		That number of Common Shares which does not exceed 10% of the then outstanding Common Shares, minus such number of shares reserved for issuance under the Corporation's option plan and DSU plan, which currently stands at 6.9%
DSUs	4,000,000	0.9%	1,512,510	0.3%	4,000,000	0.9%
Total	24,000,000	5.3%	16,564,510	3.7%	45,356,692	10.0%

Pursuant to the rules and policies of the TSX, unallocated options, rights or other entitlements under an issuer's security based compensation arrangement that does not have a fixed maximum number of securities issuable must be approved by a majority of the issuer's directors and by the issuer's shareholders every three years.

As at the date of this Circular, the Corporation had 453,566,923 Common Shares issued and outstanding and 10,000,000 Common Shares reserved for issuance in respect of SU grants. If the proposed amendment to the SU Plan is approved, based on the current issued and outstanding Common Shares and the number of Common Shares issuable under the option plan and DSU plan, the number of Common Shares issuable under the SU Plan would equal 6.9% of the issued and outstanding Common Shares, or 31,356,692 Common Shares, would be reserved for issuance under the SU Plan.

If the shareholders approve the amendment to the SU Plan and the unallocated entitlements thereunder at the Meeting, the Corporation will next be required to seek similar approval from the shareholders in three years. If the amendment is not approved by the shareholders at the Meeting, or by the TSX, then the Corporation may not grant share-settled RSUs or PSUs in a number greater than 10,000,000 without seeking shareholder approval.

You may either vote for approval of the following resolution or you can vote against. Unless otherwise instructed, the named proxyholders will vote FOR the approval of the Amendments to SU Plan and Unallocated Awards.

"BE IT RESOLVED that:

• (i) the Corporation's share unit plan dated March 19, 2015, amended March 18, 2020, and as proposed to be amended as described in the Management Information Circular dated March 23, 2022, be and is hereby adopted, ratified and confirmed as the share unit plan of the Corporation;
• (ii) the unallocated restricted share units and performance share units under the Corporation's share unit plan, as amended hereunder and from time to time, be and are hereby approved and authorized, and the Corporation will have the ability to continue granting restricted share units and performance share units thereunder until May 6, 2025; and
• (iii) any one director or officer of the Corporation is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Corporation or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions."

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 96.95% of the shares voted at the 2021 annual meeting. Again, this year, the Corporation is providing shareholders with a non-binding advisory vote on Say on Pay. The Executive Compensation section of this Circular provides details on Lucara's compensation programs. As outlined in this section, the objectives of these programs are to structure compensation to recruit, retain and motivate qualified, high caliber executives and also to link compensation to the performance of the Corporation.

You may either vote for approval of the following Say on Pay resolution or you can vote against. The Board recommends that you vote for this resolution. If you do not specify how you want your shares voted, the named proxyholders intend to cast votes FOR the adoption of the advisory resolution on executive compensation.

"BE IT RESOLVED that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this Circular delivered in connection with the 2022 annual meeting of shareholders."

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

Lucara is committed to a high standard of corporate governance. The directors believe that a high standard of governance is important for the successful operation of the business and creation of shareholder value. The following provides information about the Corporation's Board and sets out governance practices now in force.

The Board has adopted a formal mandate (see Appendix A).

The principal responsibilities of the Board are to supervise and evaluate management, to oversee the conduct of the Corporation's business, to set policies appropriate for the business of the Corporation 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.

Responsibilities which are specific to the Board include:

a) Strategy

The Board is responsible for approving the Corporation's strategy. The Board provides guidance into the strategic planning process. Management is responsible for preparing a five-year strategic plan and budgets which are presented to the Board for discussion and approval. Strategic issues discussed include, but are not limited to: competitive developments and corporate opportunities. The Board measures the success of the strategic plan by assessing performance results against annual corporate objectives.

b) Risk

The Board is responsible for overseeing the process Management uses to identify the principal risks of the Corporation's business, including climate-related risks and opportunities. The Board oversees the implementation of appropriate risk management systems. The Audit Committee and the Safety, Health, Environmental and Community Relations Committee (the "SHECR Committee") assist the Board in its

oversight of risk as they relate to Lucara's operations (including the operations of its active subsidiaries) by monitoring management's performance in managing and mitigating risks.

c) Governance

The Board is responsible for oversight of environmental, social and governance matters, the integrity of the Corporation's internal control and management information systems and the communication policy with the Corporation's shareholders, other stakeholders and with the public generally. The Board is responsible for appointing management of the highest calibre who create a culture of integrity throughout the organization and for placing limits on management's authority. The Board is responsible for the development of the Corporation's approach to corporate governance and reviewing, at least annually, the corporate governance principles and guidelines which are specifically applicable to the Corporation.

The Board discharges its responsibilities either directly or through its committees.

A majority of Lucara's current directors are independent; five of the seven nominees for election to the Board are independent.

Assessing Independence ofDirectors

The Board is responsible for determining whether a director is independent. It 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 ("NI 58-201").

The Board has reviewed the nominated directors and determined that two of the nominees are not independent. Eira Thomas and Peter J. O'Callaghan are not independent for the following reasons: Ms. Thomas is Lucara's current President & CEO and Mr. O'Callaghan is a partner at Blake, Cassels and Graydon, LLP ("Blakes"), a law firm which provides legal services to the Corporation. Due to this professional relationship, Mr. O'Callaghan does not meet the test for independence as set out in NI 52-110, Section 1.5(2)(b).

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:

a) 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, the Lead Director provides leadership for the Board's independent directors.

b) 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 presides over the "in camera" portion of the meeting. The Audit Committee regularly holds sessions with the Corporation's external auditors without management present to discuss the audit and cooperation from management. Each of the four committees of the Board hold "in camera" sessions as part of the Committee's regular business.

c) Committee Membership

In 2021, the Audit Committee was composed entirely of independent directors and the Compensation Committee and Corporate Governance and Nominating Committee were composed of a majority of independent directors. Mr. O'Callaghan is a member of the Compensation Committee and he chairs the Corporate Governance and Nominating Committee. As stated above, Mr. O'Callaghan is not independent

as he is a partner at a law firm which provides professional services to the Corporation. It is the Board's view that this relationship does not have an impact on his ability to exercise the independent judgment required for the two Committees on which he serves.

d) Committee Constitution

Should all the individuals nominated be elected at the Meeting, it is anticipated that the committee members will not change following the Meeting.

e) Independent Advisor

Directors may, with the authorization of the Chair or the Corporate Governance and Nominating Committee, engage independent advisors at the expense of the Corporation.

On an annual basis, the Corporate Governance and Nominating Committee considers the size of the Board. If it believes changes are warranted it makes a recommendation to the Board. No changes to the size of the Board are proposed for 2022. The Board considers that seven directors, a majority of whom are independent, is an appropriate size which facilitates open dialogue among directors and effective decision making but also ensures there are sufficient directors with the appropriate experience and skills, such as in-depth mining, diamond, and technology experience, to fulfill its responsibilities.

Lucara's directors do not serve on the boards of its competitors. Many do serve on other mining public company boards which may assist these directors in their performance of their duties to the Corporation as such other mining companies may have similar business, regulatory and social issues as Lucara. The public company directorships held by the nominees for this year's election of directors are included in the Directors' information section beginning on page 12.

The Board held nine meetings in 2021. The Audit Committee meets at least every quarter to review the Corporation's financial statements and MD&A. Other committees typically meet three to four times per year to carry out their mandates. Committees of the Board held a total of seventeen meetings in 2021. The number of meetings and attendance records for all Board and Committee meetings held during 2021 are included in the Directors' information section beginning on page 12.

The Board has developed and approved a written position description for the Chair of the Board. The Chair's primary responsibilities are to: act as the effective leader of the Board and ensure that the Board's agenda will enable it to successfully carry out its duties; provide leadership to the independent directors; organize the Board to function independently of management; preside as chair at Board meetings and communicate with all Board members to coordinate their input; ensure the accountability of Board members and, provide for the effectiveness of the Board. The Chair acts as the primary liaison between the Board and management.

A general position description for all chairs of the Board's committees has been approved by the Board. The mandates of each committee are also approved by the Board. These mandates provide the 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.

The Board and the CEO have developed a written position description for the CEO. The CEO has responsibility for general supervision of the business and affairs of the Corporation, subject to the authority of the Board. The CEO is also responsible for making recommendations to the Board regarding the implementation, performance and monitoring, as the case may be, of each of the items referred to in the Board Mandate. Generally, the Board has

delegated to the CEO the authority to transact business or approve matters that are in the ordinary course of business provided these matters do not exceed material levels of expenditures on the part of the Corporation. The Board has established clear limits of authority for the CEO, which are described in the Corporation's Policy of Authorizations.

At the beginning of each calendar year, the Corporate Governance and Nominating Committee distributes a Board effectiveness assessment to directors. This assessment questions members as to their level of satisfaction with the functioning of the Board, its interaction with management and the performance of the standing committees of the Board. Board members conduct peer reviews and a self- assessment regarding their effectiveness as a Board member as part of this assessment process. The individual assessments are returned to the Chair of the Corporate Governance and Nominating Committee with a copy to the Corporate Secretary. The results are compiled for the Corporate Governance and Nominating Committee. Following a review of the results, the Chair of the Committee has one-on-one conversations with each of the directors to ensure the assessment process is candid. The Committee reviews and discusses the results and makes recommendations to the Board regarding any action that may be deemed necessary or advisable to ensure the Board continues to function effectively and adequately perform its mandate. The Board aims for a 100% compliance rate for completion of the assessment by directors, which was achieved this year. The peer reviews and self-assessments by directors are considered as part of the director nominationprocess. The results of the assessment process held in Q1 2022 indicated that the directors believed that the Board and the Board Committees functioned effectively during the year ended December 31, 2021.

The effective performance of the Board is also monitored by the completion of its annual workplan and completion by the Committees of their annual workplans. These workplans are reviewed annually and list standard items to be dealt with at each Board or committee meeting and any additional items for that year.

Included in the Corporate Governance and Nominating Committee's mandate is the requirement to develop, with the assistance of management, an orientation and education program for new recruits. As part of the orientation for all new members, opportunities are provided for the director to meet with other directors and members of Lucara's executive team to discuss the nature and operation of the Corporation's business. The following is also reviewed with each new member: (i) information and materials regarding the Corporation, including the role of the Board and its committees; and (ii) the legal obligations of a director of the Corporation. Each new Board member has access to a comprehensive package of material regarding Lucara through the Corporation's Board portal service. A more specific orientation program is developed and tailored to meet the individual needs of a new director. For example, if the new director is highly sophisticated about diamond mining matters, orientation on that matter would not be necessary or if a director has a high level of financial expertise, orientation focused on financial literacy may not be included. A new director orientation will take place following the Meeting for Mr. Adam Lundin if he is elected to the Board at the 2022 Annual General and Special Meeting of the Shareholders. The comprehensive director orientation package is made available to all directors.

With regard to continuing education for Board members, the Corporate Governance and Nominating Committee's mandate is to provide for such education for all directors with the assistance of management. As part of the annual director assessment process, directors are canvassed for their input on what additional information would assist them in increasing their effectiveness as directors. The Corporate Governance and Nominating Committee considers directors' responses and makes recommendations. In November 2021, the Board visited HB Antwerp's offices in Belgium to observe the manufacturing process for the Corporation's +10.8 carat production. The Corporation extended the sales agreement with HB Antwerp in April 2021, in respect of all diamonds produced in excess of 10.8 carats in size. As part of the full day tour of HB Antwerp's operations, the directors were able to see the magnificent 549ct Sethunya diamond, the 1,758 carat Sewelô diamond and to gain an understand of how HB Antwerp has incorporated technology and innovation into their manufacturing process. All directors and management were in attendance.

Directors are regularly informed by the CEO, verbally and through a written monthly report to the Board, of strategic and operational issues affecting Lucara, including the competitive environment, the Corporation's performance and developments, and risks that could materially impact the Corporation. Directors are also provided with information regarding legislative changes and governance trends, including those related to Environmental and Social Governance ("ESG") and climate change. From time to time, the Corporation arranges for legal counsel and industry experts to provide status updates and education.

The Corporate Governance and Nominating Committee, which is presently composed of a majority of independent Board members, has the responsibility for proposing nominees for directors to the Board. To assist them in this exercise the Board has approved Guidelines for the Composition of Lucara's Board (the "Guidelines"). These guidelines specify certain qualities, listed below, for consideration when evaluating the composition of the Board and when nominating potential candidates. When tabling these Guidelines, the Board acknowledged that the qualities listed were not intended to be exhaustive and were not listed in terms of their importance. In addition, the Guidelines require the Corporate Governance and Nominating Committee to seek diversity in perspectives, by considering qualified candidates with relevant education and experience of any age, gender and background. The Guidelines were updated in February 2021 to include:

• i. seeking diversity in perspectives, by considering qualified candidates with relevant education and experience of any age, gender and ethnicity;
• ii. actively seek out highly qualified women to include in the pool from which Board nominees are chosen;
• iii. actively seek out highly qualified Black, Indigenous and People of Color (BIPOC) to include in the pool from which Board nominees are chosen; and
• iv. identify those skills and qualifications which are relevant to trends that affect the Corporation's business including, but not limited to technology, globalization, business strategy and innovation.

Also, to ensure adherence to the Board and Executive Officer Diversity and Inclusion Policy, which is outlined below, this policy was updated in February 2021 to clearly specify that highly qualified people from all ethnic backgrounds should be considered. For 2022, the key skills and experience criteria for Lucara Board members remains unchanged.

Key skills & experience criteria for Lucara Board members:

• Financial accreditation and/or financial literacy
• Sound business experience and expertise
• Corporate governance experience
• Industry specific experience and knowledge
• o Mining
• o Environment
• o Safety and Occupational Health
• o Technology
• o Diamond Market Experience
• Experience in corporate operations
• Financing, M&A experience
• Strong Board skills, such as:
• o Integrity
• o Networking abilities
• o Interpersonal skills
• o Ability to think strategically and act independently
• Independent, as such term is defined by the Canadian Securities Administrators
• Not previously bankrupt
• Prior personal history that is acceptable to regulators
• Willing to devote sufficient time and effort to Board duties

To identify potential nominees that possess the desired skills and competencies, the Committee members may utilize their extensive knowledge of the industry and personal contacts. In addition, the Board and management may also propose candidates to the Committee, or the Committee may, at the Corporation's expense, retain external consultants to assist in the search for suitable director nominees.

The Corporate Governance and Nominating Committee has approved a form of a Board Candidacy Questionnaire which potential candidates are required to complete as part of the nomination process. The information provided in this form is used to evaluate a candidate's suitability with the Guidelines.

The Corporate Governance and Nominating Committee requests directors on an annual basis to complete a matrix identifying their experience against a key set of skills and experience deemed desirable for Lucara Board members. This matrix is used as a tool by the Board in assessing needs in the context of the nomination process. The individual directors' skills are included in the matrix depicted beginning on page 15.

In 2014, the Board adopted a Board and Executive Officer Gender Diversity Policy. In February 2021, this policy was re-named to Board and Executive Officer Diversity and Inclusion Policy (the "Diversity Policy") to acknowledge the inclusion of ethnic diversity. This policy formalizes the following vision for Lucara:

The Corporation recognizes the importance of identifying and recruiting individuals for Board and Executive Officer positions who possess diversity in age, gender, ethnicity and experience. The Corporation believes that a diverse board and executive management structure enhances the decision making of the Board and at senior management levels.

As noted above, with regard to diversity and the Board, measures taken to ensure the policy is effectively implemented include the commitment from the Corporate Governance and Nominating Committee to actively seek out highly qualified women, highly qualified BIPOC individuals and those individuals who possess the skills and qualifications which are relevant to trends that affect the Corporation's business, to include in the pool from which Board nominees are evaluated and chosen. This commitment is documented in the Guidelines for the Composition of Lucara's Board.

Regarding diversity and senior management, measures taken to ensure the policy is effectively implemented include the mandate set out in the Diversity Policy that management of Lucara shall, as part of the hiring process of executive officers, actively seek out highly qualified women, highly qualified BIPOC individuals and those individuals who possess the skills and qualifications which are relevant to trends that affect the Corporation's business. The Diversity Policy also states that the ultimate decision by management to recommend a candidate for appointment as an executive officer shall be made on merit and the contribution the candidate can bring to the position.

The Corporate Governance and Nominating Committee tracks the following information on an annual basis and presents it to the Board:

CURRENT STATUS OF REPRESENTATION OF WOMEN	NUMBER OF WOMEN	TOTAL NUMBER	WOMEN AS A % OF TOTAL
Board Members	3	7	43%
Executive Officers – Lucara Diamond Corp.	2	3	67%
Executive Officers – Lucara Botswana Proprietary Limited	2	4	50%

*Executive Officer means an individual who is:

• a chair, vice-chair or president;
• a chief executive officer or chief financial officer;
• a vice-president in charge of a principal business unit, division or function including sales, finance or production; or performing a policy-making function.

Pursuant to the Diversity Policy, the Corporate Governance and Nominating Committee is mandated to discuss targets for promoting diversity and make recommendations to the Board. In 2021, members of the Corporate Governance and Nominating Committee discussed the setting of diversity targets and recommended that with respect to Board Diversity targets, that at least 30% of the board members shall be women. This is an increase of 5% from the target set in 2019 and 2020. No changes to this target are foreseen for 2022. Three of the nominees for election to the Board at the 2022 AGM are women and therefore the objective will be exceeded if the shareholders elect the proposed nominees.

With regards to a gender diversity objective for executive officer positions, the Corporate Governance and Nominating Committee did not recommend a specific target be set for 2022, given that 67% of the Corporation's executive officers are presently women. The Corporate Governance and Nominating Committee recommended, and the Board agreed, that any executive officer appointments in the future be reviewed with the level of representation of women in executive officer positions in mind and consistent with the Diversity Policy, that management of the Corporation, as part of the hiring process of Executive Officers: (i) actively seek out women having the necessary skills, knowledge and experience to evaluate as potential candidates; and (ii) appointments be made based on a balance of criteria, including the merit and experience of the candidate plus the needs of the Corporation at the relevant time.

Currently there are no set targets for the level of ethnic diversity at either the Board or at the Executive level. Pursuant to the terms of the Diversity Policy, the Corporate Governance and Nominating Committee is responsible for monitoring the policy and reporting to the Board on the achievement of any targets set and it is also responsible to review the policy and make recommendations on changes to the Diversity Policy to the Board.

The Compensation Committee recommends the amount and form of the compensation of directors. In making recommendations to the Board, it considers the time commitment and responsibilities required to be met by directors. The Compensation Committee is also cognizant that the recommended compensation for directors must not compromise their independence. In 2021, the Compensation Committee retained Global Governance Advisors ("GGA") to perform a compensation benchmarking exercise for the Executive Team and Board of Lucara and to evaluate and make recommendations with respect to the Corporation's Peer Group. GGA worked with the Compensation Committee and collaborated with key executives including the CEO and CFO, to provide a summary of relevant trends and benchmarking in each major aspect of remuneration to assist the Corporation in remaining competitive. GGA assessed the market competitiveness of executive and director compensation through a benchmarking exercise that considered a number of similar sized mining and development companies. This benchmarking exercise compared Lucara to fourteen other publicly traded companies of a similar size and industry (mining and development) using compensation information from GGA's proprietary database. GGA's work was intended to supplement and update the comprehensive review of executive compensation conducted for Lucara in 2019. The Board determines the amount and form of director compensation after considering recommendations received from the Compensation Committee. This information is disclosed in this Circular on pages 52 and 53.

The Board has not adopted a retirement policy or limits relating to the time a director can serve. The following sets out the tenure for the seven individuals nominated for election to the Board:

# OF DIRECTORS	TENURE (YEARS)
1	Fifteen
1	Eight
1	Four
2	Two
Average Tenure
(excluding the Executive Director and Nominee)	Six
1 (Executive Director)	Thirteen
1 Nominee	n/a

The Board recognizes that term limits can ensure Board refreshment and new perspectives. However, Lucara's long serving directors have significant in-depth knowledge of Lucara and its business and they are highly valued for their expertise. Long serving directors can provide historical context for consideration in corporate strategic decision making. In addition, these directors have industry connections which are very important to Lucara. The Board believes the risk of imposing director term limits and thereby losing long serving directors who have in-depth knowledge and understanding of the Corporation will not serve the best interests of Lucara or its shareholders. In addition, the Board believes that its assessment process, which includes regular evaluations of the Board and committees, and an annual evaluation of each individual director provides a mechanism to promote Board renewal and regularly assess Board members' effectiveness. In 2020, two new directors were elected and generated Board renewal organically. In 2022, one nominee is proposed for election along with six of the current directors. If all nominees are elected at the Meeting, four of the seven directors (57%) will have been elected to the Board since 2018.

To assist the Board with its responsibilities, the Board has established four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee ("CGNC"), and the SHECR Committee. The Board may form other committees from time to time as appropriate to address matters the Corporation faces. Each Committee has a written mandate, and it reviews its mandate annually. Also, as discussed above, each Committee has a work outline 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.

Audit Committee

The Audit Committee consists of three independent directors. As of May 2021, the members were: Marie Inkster (Chair), Catherine McLeod-Seltzer, and David Dicaire, all of whom are financially literate as such term is defined in NI 52-110. Ms. Inkster also meets the definition of a financial expert as that term is defined in NI 52-110. Should the nominated directors all be re-elected, no changes to the Audit Committee composition are foreseen.

The Audit Committee represents the Corporation's Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Corporation and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Corporation and its subsidiaries.

The Audit Committee assists the Board in its oversight of Lucara's operations (including the operations of its active subsidiaries) in the following areas:

a) Oversight of the Corporation's external auditors

The Audit Committee is responsible for making recommendations regarding the appointment, compensation, retention, or discharge of the independent public accountants as auditors of the Corporation (the "auditors") who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee. The Audit Committee must preapprove all auditing services and non-audit services provided to the Corporation by the auditors to the extent and in the manner required by applicable law or regulation

b) Oversight of the accounting, reporting and financial practises of the Corporation

• i. The Audit Committee reviews with management and the external auditors, significant financial reporting issues, the conduct and results of the annual audit, and significant finance, accounting and disclosure policies and other financial matters;
• ii. The Audit Committee also oversees the financial reporting processes of the Corporation by reviewing the Corporation's core disclosure documents, which include the annual and interim financial statements, MD&A and annual information form, before recommending these documents for approval by the Board; and
• iii. The Audit Committee reviews the Corporation's policies and practices with respect to cash management, insurance, related parties and taxation.

c) Oversight of the Corporation's risks and risk disclosure

The Audit Committee exercises an oversight function with respect to the Corporation's risk disclosure, including material climate-change related risks and Management's assessment of current and potential impacts from material climate-change related risks as those may affect the Corporation's assets, liabilities, revenues and expenses over the short, medium and long-term as well as forward-looking information reported.

d) Governance

The Audit Committee:

• i. Verifies that Management has procedures in place that facilitate compliance with laws relating to insider trading and continuous disclosure;
• ii. Establishes procedures for the receipt, retention and treatment of complaints received by the Corporation regarding the audit or other accounting matters;
• iii. Monitors and assesses the Corporation's voluntary disclosure to ensure that all material information which requires disclosure is also included in the Corporation's regulatory filings; and
• iv. Oversees and annually reviews the Corporation's Code of Business Conduct and Ethics (see ''Ethical Business Conduct'' beginning on page 30 of this Circular).

For additional information about the Audit Committee, including the Audit Committee Charter, see ''Audit Committee Information" in Lucara's Annual Information Form dated March 30, 2022, which is available on the Corporation's website or on SEDAR at www.sedar.com.

Information regarding PWC

PwC have been Lucara's auditors since 2010. In 2020, the Corporation's annual audit was put to tender to several audit firms qualified in both Canada and Botswana. Following the tender process, the Audit Committee recommended that PwC be re-appointed as the Corporation's auditor for the ensuing year.

The Audit Committee pre-approves all services provided by PwC. The fees paid to PwC during 2020 and 2021 were as follows:

FISCAL YEAR ENDING	AUDIT FEES CDN\$(1)	AUDIT-RELATED FEES CDN\$(2)	TAX FEES CDN\$(3)	ALL OTHER FEES(4)
December 31, 2021	378,000	158,000	Nil	Nil
December 31, 2020	200,000	58,000	Nil	Nil

(1) Audit fees represent the aggregate fees billed by the Corporation's auditors for audit services, rounded to the nearest thousand dollars. The increase for the year ended December 31, 2021, is primarily due to timing of final billings related to the year ended December 31, 2020.

(2) Audit-related fees represent the aggregate fees billed for assurance and related services by the Corporation's auditors that are reasonably related to the performance of the audit or review of the Corporation's financial statements and not disclosed in the Audit Fees column. The increase in audit-related fees for the year ended December 31, 2021, relates to required services provided

by PwC in connection with a prospectus offering filed by the Corporation during the year ended December 31, 2021.

• (3) Tax fees represent the aggregate fees billed for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning.
• (4) All other fees represent the aggregate of fees billed for products and services provided by the Corporation's auditors other than services reported under clauses (1), (2) and (3) above.

CGNC

As of May 2021, the CGNC consisted of a majority of independent directors: Peter J. O'Callaghan (Chair, not independent), Paul Conibear and Catherine McLeod-Seltzer. While Mr. O'Callaghan is not "independent" for the purpose of being eligible to serve on the Audit Committee under the deeming provisions of NI 52-110 because of his role as a partner at the Corporation's external legal counsel, Blakes, the Board of Directors has determined that there are no facts or circumstances that would reasonably be expected to interfere with the exercise of Mr. O'Callaghan's independent judgement and as such, consider him to be an independent board member for purposes of serving on the CGNC.

The CGNC is responsible for developing and monitoring the Corporation's approach to corporate governance issues. Should the nominated directors all be re-elected, no changes to the composition of the CGNC are foreseen.

The CGNC assists the Board in the following areas:

a) Board effectiveness

The CGNC oversees the effective functioning of the Board, takes steps to support the Board functioning independently of management, identifies possible nominees for the Board, develops an orientation program for new recruits to the Board and provides, with the assistance of management, director education opportunities. It has also set up a system for an annual review of the Corporation's material policies by applicable Board committees.

b) Board structure

The CGNC annually reviews and makes recommendations to the Board with respect to: (i) the appointment of a lead director if the Chair is not independent; (ii) the size and composition of the Board; (iii) the appropriateness of the committees of the Board; and (iv) committee appointments.

c) Diversity and inclusion

The CGNC has been mandated under the Board and Executive Officer Diversity and Inclusion Policy to perform certain functions as described on pages 23 and 24 of this Circular under the section "Diversity & Inclusion - Executive Officers and Board." The CGNC delivers this annual statement on corporate governance to the Board for inclusion in the Circular.

c) Governance oversight

The CGNC is responsible for completing an annual review of the Board's mandate and its own mandate, considering existing corporate governance trends, and if necessary recommending changes for Board approval. Also on an annual basis, the CGNC reviews the Corporation's policies and procedures to ensure ongoing applicability. The CGNC is responsible for preparing or reviewing any disclosure that must be made or approved by the Board that relates to corporate governance matters.

Compensation Committee

As of May 2021, the Compensation Committee consisted of a majority of independent directors: Paul Conibear (Chair), Marie Inkster and Peter J. O'Callaghan (not independent). While Mr. O'Callaghan is not "independent" for the purpose of being eligible to serve on the Audit Committee under the deeming provisions of NI 52-110 because of his role as a partner at the Corporation's external legal counsel, Blake, Cassels & Graydon, LLP, the Board of Directors has determined that there are no facts or circumstances that would reasonably be expected to interfere with the exercise of Mr. O'Callaghan's independent judgement and as such, consider him to be an independent board member for purposes of serving on the Compensation Committee. Should the nominated directors all be reelected, no changes to the Compensation Committee composition are foreseen.

The Compensation Committee assists the Board in the following areas:

a) CEO compensation

The Compensation Committee is responsible for evaluating the performance of the CEO in light of preestablished corporate goals and objectives, and for making recommendations to the Board with respect to compensation levels (including the award of any cash short-term incentives or share ownership opportunities).

b) Named Executive Officer compensation

The Compensation Committee is responsible for evaluating the performance of the Named Executive Officer compensation considering pre-established corporate goals and objectives, and for making recommendations to the Board with respect to compensation levels (including the award of any cash short-term incentives or share ownership opportunities).

c) Director compensation

To make recommendations to the Board with respect to the adequacy and form of the compensation and benefits of the directors in their capacity as directors so as to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective director.

d) Succession planning

To establish succession planning for the CEO and oversee the Corporation's succession planning process.

e) Corporate goals and objectives

The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to executive compensation.

f) Incentive compensation plans

The Compensation Committee considers the implementation of short and long-term incentive plans, including equity-based plans, proposed by management, and makes recommendations to the Board with respect to these plans. The Compensation Committee reviews the Corporation's incentive compensation plan annually after their implementation and is responsible for reviewing any other benefit plans proposed by management and to make recommendations to the Board with respect to their implementation.

The Compensation Committee is responsible for approving share-based compensation grants including stock options, restricted share units and performance share units, as applicable, to new and existing employees of the Corporation and/or its subsidiaries in accordance with the terms and conditions of the Corporation's shareholder approved share-based compensation plans

SHECR

As of May 2021, the SHECR Committee consisted of a majority of independent directors: Catherine McLeod-Seltzer (Chair), David Dicaire and Eira Thomas. Eira Thomas is the Corporation's CEO and is not independent. It was determined that Ms. Thomas's knowledge of the operations of the Corporation and previous mining experience would assist the Committee in fulfilling its mandate. Should the nominated directors all be re-elected, no changes to the SHECR Committee composition are foreseen. The SHECR Committee assists the Board in its oversight of Lucara's operations (including the operations of its active subsidiaries) in the following areas:

a) Safety, health, environment and community risks

The Committee will review the effectiveness of the Corporation's policies and the SHECR management system for identifying and managing safety, health, environmental and community risks.

b) Climate-related risks and opportunities

The Committee will review the Corporation's identification, quantification and disclosure of climaterelated risks, opportunities and financial impacts and the activities of Lucara Botswana Proprietary Limited's Climate Action Working Group.

c) Compliance with applicable legal and regulatory requirements

The Committee will review the Corporation's policies and SHECR management system for ensuring compliance with applicable safety, health, environmental, legal and regulatory requirements.

d) Performance in relation to safety, health, environmental, community relations and climate change matters

The Committee will receive reports from management and review the Corporation's SHECR performance (including its operating subsidiaries performance) having regard to the safety, health, environmental, community, and climate change consequences of decisions and actions, including the impacts on employees and third parties and on the reputation of the Corporation.

e) The performance and leadership of the safety, health, environment and community relations function.

The Committee will review the annual and longer-term SHECR plans to gain assurance on progress toward the achievement of the SHECR policies. The Committee will review the adequacy of resources available for the SHECR function.

f) External annual reporting in relation to safety, health, environmental, community relations, and climate change matters

The Committee will review and recommend to the Board approval of any external reports, including any sustainability reports, make recommendations on specific actions or decisions the Board should consider.

The Committee meets quarterly and provides a written report to the Board with the results of its reviews. The SHECR Committee also makes recommendations on specific actions or decisions the Board should consider.

	LUCARA'S APPROACH TO ENVIRONMENT, SOCIAL & GOVERNANCE MATTERS
	Using innovation, creating value, making a difference across the diamond industry
Mission	Lucara believes that sustainability is a long-term commitment that requires focus and discipline to help drive continuous improvements in all areas of our business and is fundamental to our success as an organization and in delivering broad based, lasting economic and social benefits to all of our stakeholders and the communities in which we live and work.
	Respect We respect and listen to our people, our communities and our local governments.
	Health & Safety What we do at work, we do at home.
Values	Transparency & Trustworthy Communicating with openness and honesty.
	Collaboration Creating positive economic and social benefits; partnering with our communities.
	Integrity Delivering on our promises and commitments.
	Contribute to the Lundin Group's history of success and excellence
Environment	Lucara is committed to sustainable development and continuous improvement. This requires us to apply the precautionary principle in all of our planning. Thorough environmental and social impact assessments assist us in developing robust management systems and plans that minimize adverse impacts and identify and maximize opportunities for sustainable investments.

	Our commitments are set out in our Environmental Policy, which we review every two years, last updated in March 2022. A copy of the Environmental Policy can be found on our website (Link).
	Lucara's contributions extend beyond the creation of jobs. Through collaboration and partnerships, Lucara's investments in sustainable initiatives are aimed at strengthening local communities.
Social	Our commitments are set out in our CSR Charter, which we review every two years, and which was last updated in March 2022. A copy of the CSR Charter can be found on our website (Link). In addition, we publish a Sustainability Report annually (Link).
	We have adopted and apply good international corporate governance principles aligned with our values and the requirements of publicly listed mining companies.
Governance	Corporate responsibility is central to our strategic and operational thinking. We cannot sustain good financial and operational performance without simultaneously achieving our objectives in health and safety, environmental stewardship, human resource development, and community investment.

The Corporation is committed to conducting its business in compliance with the law and the highest ethical standards. Accordingly, the Board has adopted a written Code of Business Conduct and Ethics (the "Code") for directors, officers and employees (including Contractors) of the Corporation. The Code was most recently amended in March 2020 when the Board approved certain amendments to the Code to add a new section on Crime and Money Laundering Prevention (clause 4 of the Code). This addition was included to better align with the regulatory requirements in Botswana and Canada which arise for Lucara as a seller of rough diamonds. The Code is available on the Corporation's website and has been filed on and is accessible through SEDAR at https://www.sedar.com/.

If directors, officers or employees observe or become aware of an actual or potential violation of the Code or of any law or regulation, whether committed by the Corporation's employees or by others associated with the Corporation they have the responsibility to report the violation and to cooperate with any investigation. Reports may be submitted on a confidential basis to the Chair of the Corporation's Audit Committee. Following receipt of any complaints, the Audit Committee will oversee the investigation of each matter so reported and report to the Board. The Corporation will not tolerate any reprisals against employees, officers and directors for good faith reporting of compliance concerns or violations.

The Audit Committee has the primary authority and responsibility for the enforcement of the Code, subject to the supervision of the Board. It reviews the Code on an annual basis and makes recommendations regarding compliance monitoring. In Q4 2021, the annual online training sessions on compliance with the Code were conducted through a third-party service provider to enhance understanding and promote compliance with the Code. All employees and contractors at the Corporation's Karowe mine in Botswana, as well as at the head office of its subsidiary, Lucara Botswana Proprietary Limited and all the Corporation's directors, executive officers and employees completed this training.

With regards to conflicts, all directors have an obligation to act in the best interest of the Corporation. In accordance with the Code, any situation that presents an actual or potential conflict between a director's personal interests and the interests of the Corporation must be reported to the Chair of the Corporation's Audit Committee. In addition, the Corporation's Articles contain disclosure and voting restrictions that must be followed when a director or officer has an interest in an agreement or transaction with the Corporation being considered by the Board. The Audit Committee is mandated to review and monitor all related third party contracts that may be entered into by the Corporation.

In addition to the Code, the Audit Committee has established a Policy and Procedures for the Receipt, Retention and Treatment of Complaints Regarding Accounting or Auditing Matters or "Whistleblower Policy" to encourage

contractors, employees, officers, and directors to raise concerns regarding accounting, internal controls or auditing matters, on a confidential basis free from discrimination, retaliation or harassment.

Another example of the Board's commitment to the highest ethical standards is the Corporation's Corporate Social Responsibility Charter. The Charter specifies, among other things, that Lucara will impact positively on the quality of life of members of the local community and conduct its activities to meet or exceed standards in the protection and promotion of human rights. As part of its commitment outlined in the Charter, the Corporation is participating in a sustainability reporting process. This process is monitored by the SHECR Committee utilizing the Global Reporting Initiatives 4 ("GRI 4") guidelines. A reporting cycle has been set up which involves a program of data collection, communication, and responses. The annual Sustainability Report is intended to share the Corporation's approach to ESG matters. The report provides information on a number of areas, including the Corporation's financial, operational and social performance (social performance includes, for example, an evaluation of the Corporation's impact on human rights), details on our tailings storage facilities and environmental data related to our use of water and energy and our greenhouse gas emissions. Dust and air quality, land management and biodiversity are also included in the annual Sustainability Report as is information on our approach to reclamation. This monitoring of ESG assists the Corporation in conducting its business to meet high ethical standards.

In 2020 the Corporation adopted a Responsible Mining Policy which outlines the actions the Corporation is taking to address ESG issues, as well as the objective of planning for a positive legacy. In 2021, the Corporation introduced a Human Rights Policy which is available on the website.

In 2016, Lucara became a member of the Responsible Jewellery Council (the "RJC"), a not-for-profit standard setting organization, which defines responsible ethical, human rights, social and environmental practices for businesses in the jewellery supply chain via a Code of Practices. Lucara is fully committed to adhering to the RJC Code of Practices. In 2021 Lucara was independently audited against the RJC Code of Practices, including our representations related to diamond provenance and we received our RJC member certification, valid until 2024. Further information on the RJC and its Code of Practices can be found at: www.responsiblejewellery.com.

Lucara is also a registered participant in the United Nations Global Compact (the "UN Global Compact"), the world's largest corporate sustainability initiative. As a participant, Lucara is committed to implement and advocate the principles of the UN Global Compact ("UNGC") on human rights, labour, environment and anti-corruption. In 2021 the Corporation participated in the UNGC Target Gender Equality to help assess the Corporation's current gender equality performance based on the Women's Empowerment Principles, and to set and refine targets for women's representation and leadership, and to identify policies and actions to drive inclusion within the organization. Further information on the UN Global Compact and their stated principles can be found at www.unglobalcompact.org. In 2022, for the third consecutive year, Lucara has been included in the Globe and Mail's "Women Lead Here", a benchmark on female leadership in corporate Canada.

The Nasdaq Stockholm exchange in Sweden has a set of rules of corporate governance which are set forth in the Swedish Corporate Governance Code (the "Swedish Code"). Lucara has a secondary listing on the Nasdaq Stockholm exchange, however as its primary exchange is the TSX it follows the Corporate Governance rules applicable to a TSX listed company under Canadian securities laws ("Canadian Corporate Governance Rules"). There are differences between shareholder rights in Sweden, including the Swedish Code requirements, and Canadian Corporate Governance Rules. A description of the key differences is on Lucara's website (www.lucaradiamond.com).

Structures are in place to promote effective communication between the Corporation, its shareholders and the public. The Corporation has established a Disclosure Policy which is available on its website or on SEDAR at www.sedar.com. This Policy sets out the internal structure that Lucara has established to effectively manage the dissemination of material information. In addition, the Corporation's investor relations group responds to

shareholders concerns on an individual basis. Shareholders are informed of corporate developments by the issuance of timely press releases which are concurrently posted to Lucara's website and SEDAR.

Shareholders or other interested parties may communicate directly with the Chair of the Board, the Lead Director and other independent directors by writing to them at Lucara's Vancouver office, at the following address (envelopes should be marked Confidential and addressed to the attention of the appropriate party):

Lucara Diamond Corp., 1250 Homer Street, Suite 502, Vancouver, B.C., Canada, V6B 2Y5

Objectives

The goal of Lucara's executive compensation philosophy is to structure remuneration packages that are sufficiently attractive to recruit, retain and motivate qualified, high calibre executives.

Lucara's compensation practices are based on a pay-for-performance philosophy in which assessment of performance is based on the Corporation's financial and operational performance as well as individual contributions.

The compensation program is designed to reward each executive based on corporate and individual performance and is also designed to incent such executives to drive the organization's growth in a sustainable and prudent way long-term.

The following key principles guide the Corporation's overall compensation philosophy:

• Be sufficiently attractive to recruit, retain and motivate qualified, high calibre executives;
• Provide executives with compensation that is in accordance with existing market standards;
• Align the interests of Lucara's executives with those of its shareholders; and
• Link individual executive compensation to the performance of both Lucara and the individual executive.

Lucara's compensation philosophy has been designed to:

• Provide competitive base salaries that are targeted around the median (P50) of the Peer Group (defined herein); and
• Provide a market competitive incentive opportunity (through short and long-term incentives) that targets the median of the Peer Group with the ability to earn higher compensation closer to the 75th percentile for superior performance.

Elements of Compensation and Reward Structure

Executive compensation is comprised of three elements:

1. Base salaries. This is the basic method of compensating executives. Base salaries are reviewed using a comparator group (see Compensation Benchmarking described below), thereby enabling the Corporation to compete for and retain executives critical to the Corporation's long-term success. Lucara's executives have employment contracts which entitle them to receive a base salary provided they fulfill the job responsibilities associated with their position description. As payment of base salaries does not depend on the performance of any specific targets or goals it is not viewed as "at risk"compensation.

2. Short-term Incentives ("STIP"). Executives have no contractual right to a short-term incentive payment and as such, this form of compensation is clearly "at risk". Such payments are made solely in the discretion of the Board. Short-term incentives are considered by the Board on the recommendation of the Compensation Committee. The decision by the Compensation Committee to recommend payment of shortterm incentives is based on executives meeting agreed and pre-approved criteria. For Fiscal 2021, the Board

approved a framework for short-term incentive payments based on the "Balanced Scorecard" approach as this type of plan more commonly aligns with market practices (see the Short-Term Incentive Program Framework described in Performance Goals on page 35). The Board uses the payment of short-term incentives to motivate and reward executives for meeting short-term performance goals which benefit the Corporation.

3. Long-term Incentives ("LTIP"). The Corporation's performance-based equity incentives include stock options, restricted share units and performance share units. Performance share units were introduced in 2020 and, with the grants made in 2022, represent 50% of the LTIP granted (stock options and restricted share units were each weighted at 25%). All equity-based incentives are administered by the Board. The Compensation Committee makes annual recommendations to the Board for grants of stock options and share units following the applicable year end and considers previous grants when determining award levels. The awards are made based on corporate and personal performance achievements for the previous year. This basis for providing grants is to ensure that an executive who demonstrates high performance in exceeding goals will over the long-term receive higher level of awards and the strong performance of the Corporation will result in executives receiving equity grants which have a higher value over the long-term. This form of compensation aligns the interests of executive officers with the longer-term interests of shareholders as the exercise price of options cannot be set below the market value of the Corporation's shares at the time of the grant. As options and share units vest over time they are an important executive retention strategy for Lucara. Stock options and share units are another form of compensation that is "at risk".

The Corporation recognizes that its compensation package must be sufficient to attract and retain the right level of skill, expertise and talent in an increasingly competitive global market. The structure of the remuneration package must be well-balanced across short-, medium- and long-term elements, so that it is both attractive to the individual and cost effective for the Corporation.

In summary, Lucara uses base salary compensation to reward executives for effectively fulfilling their employment responsibilities, short-term incentives to reward executives for achieving short-term performance goals and sharebased awards, consisting of stock options, restricted share units and performance share units as a retention strategy and to reward executives for long-term business growth. By providing base salary at a competitive level the Corporation can attract talented candidates. However, the short-term incentive provides executives with the opportunity to achieve a higher total annual reward through their own delivery of excellence at individual and business levels. Finally, the longer-term reward element (share-based awards), provides the opportunity to build ownership and better aligns with shareholder interests.

Compensation Benchmarking

Peer Group

In 2021, a compensation survey was completed by GGA, an external firm retained by Lucara's Compensation Committee to conduct a compensation benchmarking exercise for its executive team and Board (the "2021 GGA Report"). The Compensation Committee use the 2021 GGA Report when making recommendations to the Board on executive compensation, with a view to structuring the Corporation's executive compensation for continued alignment to the market and shareholder interests.

A compensation peer comparator group of mining companies was developed by GGA (the "Peer Group") using the following criteria:

• Companies of a fairly similar size to Lucara (0.25x to 4x), primarily from a market cap perspective, but also taking into account other factors such as total revenue and total assets;
• Companies with operations in similar geographical locations to Lucara to account for geographic risk;
• Companies mining for precious metals (specifically diamonds), where possible;
• Companies who are operational and not exclusively in the exploration stage; and
• Companies currently operating a single mining asset.

In addition, data from companies of a similar size to Lucara from within GGA's proprietary mining database was provided to the Compensation Committee as a "reality check" of the primary Peer Group data.

Using these criteria as a guideline, the Compensation Committee reviewed the Peer Group in November 2021. The current Peer Group now consists of fourteen companies, including three diamond companies as set out in the table below:

	COMPANY NAME	SYMBOL	STOCK EXCHANGE
1.	Caledonia Mining Corporation	PLCCMCL	NYSE, LSE
2.	Calibre Mining Corp.	CXB	TSX
3.	Galiano Gold Inc.	GAU	TSX, NYSE
4.	Gem Diamonds Ltd.	GEMD	LSE
5.	Great Panther Mining Ltd.	GPL	TSX, NYSE
6.	Jaguar Mining Inc.	JAG	TSX
7.	Karora Resources Inc.	KRR	TSX
8.	Mandalay Resources Corp.	MND	TSX
9.	Mountain Province Diamonds Inc.	MPVD	TSX, NASDAQ
10.	Petra Diamonds Limited	PDL	LSE
11.	Platinum Group Metals Ltd.	PTM	TSX (NYSE: PLG)
12.	Robex Resources Inc.	RBX	TSX
13.	Sierra Metals Inc.	SMT	TSX (NYSE: SMTS)
14.	Star Diamond Corp.	DIAM	TSX

In determining compensation levels for 2022 and performance-based awards for 2021, the Compensation Committee used data from the Peer Group and other available information. The Compensation Committee also considered the following objectives:

• Total direct compensation to be targeted around the 50th percentile of the Peer Group;
• Reviewing the benchmark allocation between Base Salary, STIP and LTIP recommended by GGA, but with a move towards a greater weighting of "at-risk" compensation; and
• Consideration of past practice (adjusted for actual performance) for the size and value of proposed share-based awards, including key person retention incentives.

Benchmarking - Executive Salaries

To develop its recommendations to the Board related to executive compensation, the Compensation Committee reviewed:

• 1. GGA's 2021 Global Mining Compensation Survey Report;
• 1. the 2021 GGA Report which was prepared specifically for Lucara and included a peer group analysis, an evaluation of Total Direct Compensation ("TDC") (base salary plus short-term incentive and long-term incentive) levels and a high-level analysis of Lucara's short and long-term incentive design practices relative to the market); and,
• 1. various other compensation advisory firm papers issued in 2021.

Following a review of this information, the Compensation Committee recommended, and the Board of Directors approved, TDC targeted at the 50th percentile of the 2021 GGA Report Peer Group, with minor modifications related to each executive's experience and particular skill set.

Following several years without an adjustment, the annual base salaries for Ms. Thomas, Ms. Boldt and Dr. John Armstrong were increased in mid-2021 and for 2022:

OFFICERS – JANUARY 1, 2022	2022 SALARY (CAD\$)(1)
Chief Executive Officer – Eira Thomas	\$721,000
Chief Financial Officer & Corporate Secretary - Zara Boldt	\$425,000
Vice President Technical Services - John Armstrong	\$345,000

(1) During 2021, Ms. Boldt was a resident of the UK and received the Pounds Sterling equivalent of the amounts presented in Canadian Dollars in the table above, based on a fixed conversion rate of UK£=CAD1.69, rounded to the nearest thousand Canadian Dollars. In 2021, Ms. Boldt's salary increased from \$375,000 to \$425,000 (£221,000 to £250,000) as of July 1, 2021.

Benchmarking Director Compensation

The 2021 GGA Report was used for a review of director compensation. This review indicated that director cash compensation was comparable to that of the Peer Group but, due to the lack of equity compensation, overall director compensation was less than market. The 2021 GGA Report highlighted that more than 2/3rds of Lucara's Peer Group provided equity compensation to directors, typically in the form of deferred share units ("DSUs"). The Corporation adopted a DSU Plan (defined herein) in February 2020. This plan was subsequently approved by shareholders at the May 2020 annual meeting.

No changes were recommended for director cash compensation, which has remained unchanged since 2017.

Performance Goals

At the recommendation of GGA, in 2020 a "Balanced Scorecard" plan design was adopted to determine STIP payments for executives. This change was made to better align the Corporation's STIP with the leveraged plan design more commonly used by the Corporation's peers. A leveraged plan design communicates a lower percentage of base salary and then provides a multiplier (typically between 150% and 200%, the Corporation chose 150%) when stretch targets are achieved.

EXECUTIVE – 2021 STIP OPPORTUNITY	THRESHOLD	TARGET	SUPERIOR
Eira Thomas, President & CEO	40%	80%	120%
Zara Boldt, CFO & Corporate Secretary	30%	60%	90%
John Armstrong, Vice-President, Technical Services	25%	50%	75%

For 2021, the "Balanced Scorecard" included four metrics critical to the achievement of the Corporation's goals that were measured as part of the "Corporate" Key Performance Indicators ("KPIs"). Specific performance criteria for each of "threshold", "target" and "superior" performance were developed for these four key metrics:

• Environment, health, safety and social ("EHSS");
• Revenue, Production and Cost;
• Underground expansion; and
• Clara.

Alignment of Compensation Programs and Risk Management

Risk management is a primary consideration of the Board when implementing its compensation program. The compensation program is structured to reduce the focus on short-term results and excessive risk taking by implementing the following strategies:

• Payments of short-term incentives, if any, are not made until performance goals have been met. Managing risk in the areas of safety, environmental and corporate social responsibility is extremely important to Lucara and hence the Corporation's record on safety, environmental and corporate social responsibility is an important factor when considering short-term incentives.

• The Board implemented a claw-back of compensation that applies to all annual short-term incentive payments awarded on or after January 1, 2017. The claw-back applies to the officers of the Corporation and provides the Corporation with the discretion to recover a short-term incentive payment in the event it is found that the achievements relating to such payment involved fraud, theft, or other intentional illegal conduct on such officers' part.
• Commencing in 2019, the Board recommended that a claw-back provision also be applied to long-term incentive awards earned by officers of the Corporation. On March 20, 2019, the Board approved the inclusion of this claw-back provision and certain other amendments to the Option Plan (defined herein).
• The Corporation's Option Plan includes vesting provisions over time which reduces the risk of short-term decision making. The Board sets standard vesting terms on stock option grants which align optionees' interests with longer term growth of the Corporation, using a 4 year term and 36-month vesting provisions such that the first third of the options vest one year after grant, the second third vest two years after the grant date and the final third vest three years from the grant date.
• Pursuant to the terms of the Corporation's Share Unit Plan, restricted share units awards do not vest until three years after the date of the award which reduces the risk of short-term decision making. On March 18, 2020 the Board approved the inclusion of a claw-back provision and certain other amendments to the Share Unit Plan. This covers both restricted and performance share unit awards.
• Beginning in February 2020, the Corporation incorporated performance share units as a component of the Corporation's LTIP. Under the terms of the Corporation's Share Unit Plan, the number of performance share units ("PSUs") that ultimately vest will be dependent on the achievement of pre-established metrics. For the PSUs granted in 2020 and 2021, metrics are based on a combination of total shareholder return (50% weighting) and cashflow from operations (50% weighting), measured at the end of a three-year period. For 2022, 50% of the PSU's granted will be measured on total shareholder return at the end of a three-year period, and 50% of the PSU's granted will be measured on the achievement of specific, annual milestones related to the Karowe underground expansion program. PSU metrics have been set with the objective of alignment to shareholder interest, reducing the risk of short-term decision making.
• Lucara's Board and executive officers are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.
• The Board has established share ownership guidelines for non-employee directors to demonstrate their commitment to Lucara's long-term success and to align their interests with shareholders. Non-employee directors must own or control shares with a value, calculated at the time of stock purchase or at the current share purchase price, whichever is greater, equal to twice the value of the basic annual retainer of CAD\$100,000. These shares must be acquired within four years of joining the Board. As of the date of this Circular, all directors standing for re-election met these guidelines.
• The Board also believes it is important for senior management to have equity ownership in the Corporation to demonstrate their commitment to Lucara's long-term success and to align with shareholders. This is consistent with the nature of the Corporation's long-term incentive program which includes the issuance of both stock options and share units (only share units count towards the share ownership requirement). Under the share ownership guidelines for executives, the ownership level should be achieved by the executive within five years of the implementation of the guidelines (the guidelines were adopted February 23, 2020), or if an officer is appointed after implementation, within five years of their appointment as an officer.

Prior to 2020, the executive share ownership requirement was a flat number of shares. The Executive Share Ownership Guidelines were revised as of February 23, 2020 such that Officers of the Corporation must own Qualifying Shares with a value, calculated at the time of the stock purchase or at the current share purchase price, whichever is greater, equal to a multiple of the Officer's annual base salary.

Executive share ownership as of the date of the Circular is set out in the table below:

POSITION AND MULTIPLE OF ANNUAL BASE SALARY REQUIRED	SHARE OWNERSHIP VALUE REQUIRED(1)	# OF SHARES OWNED	# OF RESTRICTED SHARE UNITS GRANTED (2)	# OF PERFORMANCE SHARE UNITS GRANTED (2)	ASSESSMENT
CEO – 3.0x	\$2,163,000	5,451,795	1,303,000	1,088,000	Compliant
CFO - 1.5x	\$637,500	317,879	730,000	590,000	Compliant
VP, Technical Services – 1.0x	\$345,000	315,852	581,000	491,000	Compliant

(1) Share ownership value required is based upon the Executive's 2022 base salary

(2) Unvested restricted and performance share units held by an executive count towards the achievement of the applicable ownership guideline.

Consultant Work and Fees

In 2021, the Compensation Committee retained GGA to review and make recommendations regarding director and executive compensation. GGA were paid a fee of CAD\$35,281 plus GST for these services rendered in 2021. No consulting fees were paid to external compensation consultants in 2020.

Role of Management in Determining Compensation

The accountability for decisions on executive remuneration is within the mandate of the Board with recommendations from the Compensation Committee; however, management has a key role in helping support the Compensation Committee in fulfilling its obligations. For example, the CEO will make specific recommendations to the Compensation Committee with respect to compensation for the other executive officers of the Corporation that are based on the Committee's compensation philosophy and incentive programs approved by the Committee. The Board of Directors has ultimate responsibility for evaluating the CEO's performance and determining CEO compensation.

Composition of the Compensation Committee

The Compensation Committee, on behalf of the Board, monitors compensation for the executive officers of the Corporation. The Compensation Committee consists of three directors, a majority of whom are independent directors. As of May 2021, the members were: Paul Conibear (Chair), Marie Inkster and Peter J. O'Callaghan. Should the nominated directors all be re-elected, no changes to the Compensation Committee composition are foreseen. In 2021, the Compensation Committee met a total of five times with all members of the Compensation Committee being present for each meeting.

Skills and Experience of Compensation Committee Members

All members of the Compensation Committee have direct experience which is relevant to their responsibilities as Compensation Committee members. Two of the three members have served as the CEO for a public company, and therefore have a good understanding of how compensation works and how to motivate employees. Mr. O'Callaghan is a senior partner at a national Canadian law firm and has served as a member of that firm's national executive committee and national compensation committee and is currently the managing partner of one of the firm's large regional offices. All members have financial expertise which allows them to assess the costs versus benefits of the Corporation's compensation plans. The members combined experience in the resource sector provides them with the understanding of the Corporation's success factors and risks which is very important when determining metrics for measuring success.

The Compensation Committee members for the year ended December 31, 2021 were as follows:

NAME	INDEPENDENT(1)	EDUCATION AND EXPERIENCE RELEVANT TO PERFORMANCEOF COMPENSATION COMMITTEE DUTIES
Paul Conibear	Yes	Mr. Conibear, an engineer, was in a senior executive role in the resource sector until mid-2018 and has extensive experience in serving as a compensation committee member with other public company boards.
Marie Inkster	Yes	Ms. Inkster has served as both a CEO (2018-2021) and as a CFO (2009-2018) of companies within the mining industry and therefore has relevant experience in compensation matters.
Peter J. O'Callaghan	No	Mr. O'Callaghan is a corporate lawyer and has experience advising many public companies on a variety of matters, including compensation. He has served as a member of his firm's national executive committee and national compensation committee and is currently the managing partner of one of his firm's large regional offices.

(1) A member is independent if he/she has no direct or indirect material relationship with the Corporation which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment or is otherwise deemed to have a material relationship under NI 52-110. Mr. O'Callaghan is a senior partner at the law firm of Blake, Cassels & Graydon, LLP. While Mr. O'Callaghan does not provide legal advice to the Corporation directly, other partners at his firm do. As a result of this relationship, Mr. O'Callaghan is not considered independent.

Lucara's Named Executive Officers ("NEOs") for 2021 include the Corporation's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), and the three other most highly compensated executives of the Corporation and its subsidiaries. Two of the NEOs hold positions with Lucara's indirect, wholly-owned subsidiary, Lucara Botswana Proprietary Limited ("Lucara Botswana").

NAME	TITLE	DATE OF APPOINTMENT
Eira Thomas	President and Chief Executive Officer, Lucara ("CEO")	February 25, 2018
Zara Boldt	Chief Financial Officer and Corporate Secretary, Lucara ("CFO")	April 1, 2018
Dr. John Armstrong	Vice President, Technical Services, Lucara ("VP Technical	August 2, 2013
Naseem Lahri	Services") Managing Director, Lucara Botswana ("Lucara Botswana MD")	May 1, 2018 (1)
Johane Mchive	General Manager, Karowe Mine ("Lucara Botswana GM")	June 1, 2017

The list of NEOs is as follows:

(1) Previously Ms. Lahri served as the CFO for Lucara Botswana

2021 Named Executive Officer Compensation Results

The Board reviewed Lucara's 2021 performance and the analysis and recommendations of the Compensation Committee and approved all decisions on executive compensation for the three NEOs who were Lucara officers in 2021: the CEO, CFO and the VP Technical Services (the "Officer NEOs"). The Board also approved decisions, based on the CEO's and the Compensation Committee's recommendations, for the awards for long-term incentives for the Managing Director of Lucara Botswana and the Lucara Botswana GM (the "Lucara Botswana NEOs"). The Lucara CEO

and CFO reviewed Lucara Botswana's performance and the individual performance of the Lucara Botswana NEOs and made decisions regarding: (i) their Base Salaries; and (ii) short-term incentive using a set of KPIs similar to the KPIs applicable to the assessment of performance for the Officer NEOs.

(i) Base Salaries

As discussed above under Benchmarking - Executive Salaries, the Compensation Committee considered benchmarking data for the Officer NEOs. The Lucara CFO's salary was adjusted mid-2021 and the salaries of the other Officer NEOs were increased as of January 1, 2022. For fiscal 2020, no salary adjustments were awarded to the Officer NEOs. Officer NEO compensation is established in Canadian Dollars but paid in British Pounds Sterling for the Lucara CFO who currently resides in the UK.

As noted above, the Lucara Botswana NEOs are employees of the Corporation's subsidiary Lucara Botswana. As neither of the Lucara Botswana NEOs are officers of the Corporation, their salaries are not reviewed by the Compensation Committee but are determined by the Lucara CEO and CFO. The Lucara Botswana NEOs are compensated in Botswana Pula ("BWP").

(ii) Long-term Incentives

In determining the quantum of long-term incentive awards for the Officer NEOs, the total potential amount available to be earned was based on TDC at the 50th percentile of the Peer Group, based on the 2021 GGA Report, less amounts paid for base salary and the target short-term incentive. The resulting dollar value ("LTIP Award Amount") was then used to determine the number of stock options and share units to be granted, with a weighting of 25% to stock options, 25% to restricted share units ("RSUs") and 50% to PSUs.

An option value of \$0.50 was used to determine the number of stock options to be granted (the Black-Scholes value of the stock option granted on February 28, 2022 was \$0.25) and a share price of \$0.60 was used to determine the number of RSUs and PSUs to be granted (the actual share price on the February 28, 2022 date of grant was \$0.64).

Stock Options

The NEOs each received stock option grants in February 2022 based on individual and the Corporation's 2021 performance, their level of responsibility and their ability to impact the Corporation's results (the value of such option grants, calculated using the Black-Scholes option pricing methodology, is set out below in the Summary Compensation Table). For 2022, the weighting of stock option awards as a percentage of total LTIP remained the same as 2021, being a 25% weighting of the total annual LTIP award.

POSITION	EXECUTIVE	FEBRUARY 2022 OPTION GRANT(1)
President and CEO	Eira Thomas	381,000
CFO & Corporate Secretary	Zara Boldt	180,000
VP Technical Services	John Armstrong	159,000
Lucara Botswana MD	Naseem Lahri	125,000
Lucara Botswana GM	Johane Mchive	100,000

(1) Based on 2021 Performance

Share Units

The Compensation Committee views the granting of share units as an important method, when combined with the minimum share ownership levels for officers, to align senior management's interests with shareholders and to promote retention. The NEOs received share unit awards in February 2022, based on their individual performance, the Corporation's 2021 performance, their level of responsibility and their ability to impact the Corporation's results (the value of such awards is set out below in the Summary Compensation Table). For 2022, the weighting of performance share unit awards as a percentage of total LTIP increased to 50% (from 25%) while the weighting of the

restricted share units as a percentage of total LTIP decreased to 25% (from a 50% weighting in 2021).

POSITION	EXECUTIVE	FEBRUARY 2022 RESTRICTED SHARE UNIT AWARD (1)	FEBRUARY 2022 PERFORMANCE SHARE UNIT AWARD (1)
President and CEO	Eira Thomas	318,000	633,000
CFO	Zara Boldt	150,000	300,000
VP Technical Services	John Armstrong	132,000	267,000
Lucara Botswana MD	Naseem Lahri	100,000	200,000
Lucara Botswana GM	Johane Mchive	75,000	125,000

(1) Based on 2021 Performance

Performance criteria for the 2022 performance share unit awards will be based on two criteria:

• 1. The total shareholder return of Lucara (25% weighting) over a three-year lookback period with the Corporation's share price of \$0.59 as of December 31, 2021 as the measurement point.
• 1. The total shareholder return of Lucara's Diamond Peer Group (25% weighting) over a three-year lookback period.
• 1. Annual construction milestones for each of 2022 to 2024 (50%) measured annually over the three-year period against the underground expansion program's schedule, budget and TRIFR.

(iii) Annual Short-Term Incentives

The Officer NEOs are eligible for short-term incentives following an assessment by the Compensation Committee in accordance with the Corporation's STIP framework for executives, which uses a "Balanced Scorecard" approach to measure achievement. Short-term incentives related to fiscal 2021 performance metrics were paid in March 2022 (following the release of the Corporation's 2021 audited financial results).

The short-term incentive payments for the Lucara Botswana NEOs was determined by the Lucara CEO and CFO following an evaluation of performance against several operational KPIs related to safety and the environment, operational performance, financial targets, and leadership.

The 2021 performance metrics and achievement against the 2021 performance metrics as well as the results considered as part of the assessment process for the Officer NEOs are described below. The weighting of the 2021 performance evaluation was 75% corporate KPIs and 25% individual performance for each of the Officer NEOs.

Overview of 2021 Corporate Performance

2021 was an important year for Lucara, having fully financed and sanctioned the underground project at Karowe, progressed the Corporation's objectives with respect to new sales strategies with HB and Clara, whilst continuing to manage Covid related impacts on the core mining business in Botswana. Lucara ended the year in a much stronger place financially, having substantially de-risked the Karowe underground expansion project with the completion of supplemental debt and equity financings of US\$250 million, combined with the delivery of strong revenues which were reflective of an above-average safety record, solid operational performance and diamond price recoveries post pandemic. The Corporation begins 2022 in a solid financial and operating position with the underground tracking on schedule and budget and access to ample liquidity to deliver on our core objectives for 2022.

Key achievements during 2021 included:

• Revenue of \$230.1 million increased 84% over the previous year.
• Average price per carat sold increased to \$603/carat, an 80% increase over the previous year.
• Adjusted EBITDA(1) of \$102.5 million increased more than five-fold over the adjusted EBITDA(1) of \$18.4 million for the same period in 2020, attributed primarily to higher revenues.
• Net income for the year increased to \$23.8 million, or \$0.06 earnings per share.

• A total of 841 Specials (single diamonds in excess of 10.8 carats) recovered, representing 7.8% weight percent Specials, the highest annual volume of Specials recovered since Karowe commenced production in 2012.
• The third +1,000 carat diamond recovered since 2015.
• A record 2.8 million tonnes of ore processed, representing a new annual record since the start of production at the Karowe Mine.
• Equity and debt financings totalling \$250 million concluded mid-2021 will support a \$534 million underground expansion project at the Karowe Mine in Botswana.
• The Karowe underground expansion project was formally approved by the Board of Directors and a total project investment of \$86.3 million during 2021 focused on detailed design and engineering, establishing surface infrastructure and shaft pre-sinking.
• Total sales volume of \$28.7 million transacted on the Clara platform, a 168% increase from the \$10.7 million transacted in 2020.

(1) Adjusted EBITDA is a non-IFRS measure

The achieved performance for the 2021 corporate KPIs was as follows:

KPI	WEIGHTING	ACHIEVEMENT	SUMMARY ASSESSMENT (SEE DETAILED ANALYSIS BELOW TABLE)
EHSS	10%	130%	Majority of "superior" KPIs met, all but one "target" KPI met; Excellent safety record (LTIFR: 0.00; AIFR: 0.67)
Revenue, Production and Cost	50%	140%	Record year for both the recovery of Specials (majority recovered unbroken) and mill throughput; cost KPI was slightly better than target; exceptionally strong revenues resulting from a combination of a strong market and strategic decision taken in mid-2020 to protect the large stone market by selling through HB.
Underground	35%	140%	All "threshold" and "target" KPIs achieved. Significant progress in all areas following Financial Close in Sept. 2021. Schedule and budget tracking to plan.
Clara	5%	30%	Strong transaction volumes and margins achieved as compared to previous years but not to the levels contemplated by the KPIs. Secondary market sellers added but no 3rd party producers. Platform growth continues to be constrained due to lack of supply. Number of clients increased to 88 (+11 in 2021).
Total	100%	134%	Weighted average achievement of 2021 Corporate KPIs

KEY CRITERIA	ACHIEVEMENT	DETAILED ASSESSMENT
Safety metrics	Superior	Achieved LTIFR: 0.00 Achieved AIFR: 0.67
Environmental	Superior	No material or reportable environmental non-compliance
Decarbonization strategy	Superior	• Decarbonization study complete • Climate action working group established • RFP for pre-feasibility study (solar power) issued
Tailings Management	Superior	• External review of tailings facility complete • Internal inspections by Legal Appointee
Governance	Superior	• Subsidiary stand-alone policies reviewed • Human Rights Policy and Human Rights Standard adopted • RJC 3-year recertification received and provenance claim accepted • ISO 45001 certification • Towards Sustainable Mining ("TSM") alignment substantially complete
Community Development Initiatives ("CDIs")	Threshold	No CDIs achieved self-sufficiency during 2021
Sustainable Development Goals ("SDGs")	Superior	Implementation of programs related to targets set for the three Sustainable Development Goals ("SDGs") in focus in 2021 (SDG 2, 3 and 5) was achieved.

A. Environment, Health, Safety & Social – Superior Performance Achieved

B. Revenue, Production and Costs – Superior Performance Achieved

KEY CRITERIA	AGAINST 2021 BUDGET	ASSESSMENT
Ore Mining	+37%
Waste Mining	-25%	Mine plan adjusted in response to dewatering requirements following heavy rainfall in Q1 and to maintain access to South Lobe ore
Ore Processed	+3.5%	Record year for throughput; process utilization consistently >90%; focus on asset management strategy to reduce unscheduled downtime
Carats Recovered	+3.9%	Highest volume of +10.8 carat stones recovered (7.8 weight% Specials) since production began in 2012; 8 stones > 300 carats recovered; third +1,000 carat diamond recovered since 2015
Carats Sold	+2.1%	Three different sales channels used (HB, Clara and quarterly tenders) to maximize revenue.
Grade	n/a	On plan
Revenue	+12%	Reflective of strong resource and plant performance (record 7.8 weight% Specials, 841 Specials recovered), combined with an innovative approach to sales and a strong pricing environment.

KEY CRITERIA	DESCRIPTION	ASSESSMENT
F/X Assumption	US \$1.00 = BWP 11.0	Cost per tonne processed, adjusted for F/X, is \$29.60
Ore Tonnes Processed	2,748,191 tonnes	2,844,888 ore tonnes processed
Adjustments	Achieved: Better than budget for cost per tonne processed after calibration to remove f/x and volume variances

C. Underground Expansion – Target Performance Achieved

ORIGINAL OBJECTIVES	ASSESSMENT
Receipt of approved (updated) Environmental Management Plan or waivers (if required) to permit underground development activities	EMP accepted; Environmental & Social Action Plan ("ESAP") completed as part o EMP accepted; Environmental & Social Action Plan ("ESAP") completed as part of Lender due diligence requirements
Financing for remaining cap-ex (2021+)	\$220 million project loan arranged; Financial Close achieved September 2, 2021.
Commencement of the key activities set out under the "Target" threshold, which are critical to maintain the project schedule	All "target" activities commenced in 2021.
Award pre-sinking contract	Awarded and site mobilization commenced August 2021.
Deliver re-based project capital & schedule with detailed information	Completed as part of financing (mid-2021)
Complete camp commissioning	100 person camp completed Q3; 200 person camp Q4
Complete pre-sinking collar excavations & foundation civil work	Toe-in depths reached; headframe pre-assembly commenced
Complete vent and main shaft pre-sink	Pre-sink depths of both production and ventilation shafts achieved to toe-in depths.
Complete power-line engineering	Engineering complete and construction started

D. Clara – Threshold Target Not Met

KEY CRITERIA	DESCRIPTION	ASSESSMENT
3rd party production	Key objective for 2021	Not achieved. Majority of sales volumes attributed to Karowe goods.

E. Individual Performance Ratings

Each of the Officer NEOs achieved a superior performance rating of 150% for their individual contributions (25% weighting) during fiscal 2021. In making this assessment, the Compensation Committee recognized that a number of records were achieved in respect of Karowe's operations in 2021, a \$250 million debt/equity financing package was arranged on competitive terms, allowing for a construction decision to be made for the Karowe underground expansion project and the shaft pre-sink as well as surface construction activities progressed well in the latter half of 2021, despite ongoing challenges from the pandemic.

In the evaluation of the CEO's performance, the Compensation Committee considered that Ms. Thomas responded with strong leadership despite the ongoing challenges of the pandemic with critical action taken and progress achieved including:

• a continued focus on the delivery of safe, stable production and reliable cash flow from operations;
• strong leadership and excellent results in the areas of: community and government relations, safety and environmental performance and talent management;
• oversight of the Karowe underground expansion project, project financing efforts and the Corporation's decarbonization strategy

In 2021, Zara Boldt, CFO & Corporate Secretary, provided strong financial leadership. Notable accomplishments included:

• negotiated a \$220 million debt financing for the underground expansion at Karowe;
• focussed on initiatives to improve reliability and cost management throughout the organization; and
• increased her responsibility for talent management, governance, risk management and sustainability

In 2021, the accomplishments of Dr. John Armstrong, Vice-President, Technical Services included:

• Despite the challenges of COVID-19, the operating environment at Karowe remained safe and stable and several notable operational records were achieved;
• The resource continued to perform well against carats recovered, the % recovery of specials and adherence to the Size Frequency Distribution and a record year for the recovery of Specials (7.8 wt%);
• Led the technical, social and environmental due diligence efforts for the \$220 million project debt financing; and
• Served as a key liaison between the Lucara executive team, the Lucara Botswana operations team and the EPCM contractor as the underground expansion project ramped up rapidly following the successful conclusion of financing efforts mid-year.

In 2021, Naseem Lahri, Managing Director of Lucara Botswana led:

• Government relations in Botswana, successfully negotiating permission for the Corporation to continue to hold tenders in Antwerp while international travel restrictions were in place and obtaining permission from the Government to extend the Corporation's unique sales agreement with HB for stones > +10.8 carats for a further two-year period;
• Continued strong leadership throughout 2021, despite significant challenges within Botswana from the pandemic
• Consistent and comprehensive communication with stakeholders;
• Ongoing optimization efforts related to operating cost saving initiatives and improvements in productivity; and
• Several new community-driven sustainability initiatives with specific focus on food security and gender-based violence, aligned to the SDGs adopted by the Corporation.

In 2021, Johane Mchive, General Manager of Lucara Botswana:

• Direct responsibility for the safe and reliable production achieved by the Karowe mine during 2021, a year in which several operational records were achieved; and
• Oversight of several important initiatives at Lucara Botswana, including: alignment to TSM, achievement of ISO 45001 certification and sponsorship of the newly established, multi-disciplinary Climate Action working group.

The following chart sets out the performance metrics achieved and STI award paid to each of the NEOs:

POSITION	EXECUTIVE	% OF STI METRICS ACHIEVED	TARGET STI (%)(1)	STI PAYMENT (%)(1)	STI PAYMENT (CAD\$)(2)
CEO	Eira Thomas	138%	80%	110%	770,000
CFO	Zara Boldt	138%	60%	82%	350,000
VP Technical Services	John Armstrong	138%	50%	69%	227,000
Lucara Botswana MD	Naseem Lahri	80%	90%	72%	243,000
Lucara Botswana MD	Johane Mchive	65%	75%	48%	139,000

(1) As a percentage of base salary, rounded to the nearest thousand Canadian Dollars

(2) The following conversion rates, being the Bank of Canada average rates for 2021, were used to convert the STI payment earned by the Lucara Botswana NEOs in 2021 from the Botswana Pula into Canadian Dollars: CAD\$1.00=BWP8.83.

Performance Graph

The following graph shows the total cumulative return on a CAD\$100 investment in Common Shares from December 31, 2016 compared to the cumulative total return of the TSX Composite Index and a diamond sector index comparator group, consisting of Petra Diamonds Ltd., Mountain Province Diamonds Inc. and Gem Diamonds Limited, through the five years ending December 31, 2021, assuming reinvestment of all dividends. During the five years ended December 31, 2021, Lucara paid dividends of CAD\$82.3 million. The Corporation's regular dividend payment was suspended in Q4 2019 in anticipation of the Karowe underground expansion program.

The share performance as set out in the graph above does not necessarily indicate future price performance. Amounts below are stated in Canadian dollars. The shares trade on the TSX under the symbol "LUC".

Two of the three Officer NEOs were appointed during the year ended December 31, 2018. Total compensation in 2018 included "New Hire Stock Option Grants" and "New Hire Share Unit Grants" awarded to the NEOs appointed in 2018, as well as an initial share unit grant to the Lucara Botswana MD.

In 2019, total NEO compensation was largely unchanged as TDC was targeted at P50 of the Corporation's Peer Group. The diamond industry overall experienced significant decreases in equity value and the rough diamond market remained under significant pricing pressure in late 2018 and 2019. This impact is visible in the total shareholder return in comparison to the TSX composite.

In 2020, total NEO compensation was again targeted at P50 of the Peer Group, with a greater emphasis on "at risk" compensation and a move to a "Balanced Scorecard" approach for STIP. Lucara has outperformed its Peer Group with strong operational results, although the 2020 financial results reflected a very challenging market for diamond equities.

In 2021, total NEO compensation remained targeted at P50 of the Peer Group, "at risk" compensation continued to be emphasized and the "Balanced Scorecard" approach for STIP implemented in 2020 was further refined. Lucara has outperformed its Peer Group with strong operational results, achieved with an exceptional safety record. Following several years without adjustment, the annual base salaries for theOfficer NEOs were increased effective July 1, 2021 (Lucara CFO) and as of January 1, 2022 for the Lucara CEO and Lucara VP Technical Services.

4.3 SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION	YEAR	SALARY (CAD\$)	OPTION BASED AWARDS(2) (CAD\$)	RESTRICTED SHARE AWARDS(3) (CAD\$)	NON-EQUITY ANNUAL INCENTIVE PLAN(4) (CAD\$)	ALL OTHER COMPENSATIO N (5) (CAD\$)	TOTAL COMPENSATI ON (1) (CAD\$)
Eira Thomas CEO	2021 2020 2019	700,000 700,000 700,000	95,000 94,000 24,000	609,000 630,000 462,000	770,000 548,000 722,000	– – –	2,174,000 1,972,000 1,908,000
Zara Boldt CFO	2021 2020 2019	400,000 375,000 375,000	45,000 56,000 31,000	288,000 371,000 289,000	350,000 220,000 330,000	– – –	1,083,000 1,022,000 1,025,000
Naseem Lahri Lucara Botswana MD	2021 2020 2019	345,000 322,000 314,000	31,000 33,000 23,000	192,000 206,000 173,000	243,000 201,000 219,000	108,000 91,000 91,000	919,000 853,000 820,000
John Armstrong VP Technical Services	2021 2020 2019	330,000 330,000 330,000	40,000 48,000 24,000	255,000 320,000 189,000	227,000 163,000 208,000	– – –	852,000 861,000 751,000
Johane Mchive Lucara Botswana GM	2021 2020 2019	290,000 271,000 271,000	25,000 25,000 17,000	128,000 150,000 116,000	139,000 131,000 153,000	84,000 73,000 95,000	666,000 650,000 652,000

(1) All amounts in the Summary Compensation Table are rounded to the nearest thousand Canadian dollars. Ms. Thomas and Dr. Armstrong were paid in Canadian Dollars and British Pounds Sterling during 2019 and 2020 and in Canadian Dollars in 2021. Ms. Boldt was paid in British Pounds Sterling. Ms. Lahri and Mr. Mchive were paid in Botswana Pula. A fixed conversion rate of CAD\$1.00=UK£0.59 was used to convert the salary paid to Ms. Boldt in the table above. The following conversion rates were used to convert salary payments for presentation in Canadian Dollars:

• Financial year ended December 31, 2021 average exchange rate of Botswana Pula 1=CAD\$0.113.
• Financial year ended December 31, 2020 average exchange rate of Botswana Pula 1=CAD\$0.117.
• Financial year ended December 31, 2019 average exchange rate of Botswana Pula 1=CAD\$0.123.
• (2) This column represents stock option awards earned in respect of the corresponding year's performance. Awards

for 2021 performance were made in 2022, awards for 2020 performance were made in 2021, and awards for 2019 performance were made in 2020. The amounts represent the fair value, on the date of grant, of awards made under Lucara's Option Plan. The value has been determined using the Black-Scholes model. The amount presented in the table represents the fair value of the vested and unvested portion of the options granted for the period. For accounting purposes, the fair value is amortized over the applicable vesting periods. Stock option values are calculated in Canadian dollars. It should be recognized that the actual future value will be based on the difference between the market value at time of exercise and the exercise price. Therefore, the value attributed to the stock options under the Black-Scholes model does not necessarily correspond to the actual future value that will be realized. The Black-Scholes option pricing model incorporates key assumptions dealing with risk free interest rate, expected stock price volatility, expected life and expected dividend yield. When determining the award value for 2021, an option value of CAD\$0.50 was used. This compares to the Black-Scholes value of CAD\$0.25 which is used for accounting/presentation purposes in the table above.

• (3) This column represents share unit awards earned in respect of the corresponding year's performance. Awards for 2021 performance were made in 2022, awards for 2020 performance were made in 2021, and awards for 2019 performance were made in 2020. Share units' values were calculated in Canadian dollars based on the fair value of Common Shares on the grant date. The amount presented in the table represents the fair value of the share unit as at the date of grant. The Corporation's restricted and performance share units vest three years from the date of grant. In determining the number of restricted share units and performance share units to be granted, the Compensation Committee used an estimated share price of CAD\$0.60; the share price at the date of grant was CAD\$0.64.
• (4) This column represents STI awards earned in respect of the corresponding year's performance. Payment of the 2021 STI award was made in February or March 2022. Payment of the 2020 STI award was made in February or March 2021. Payment of the 2019 STI award was made in March 2020. STI payments for employees of Lucara Botswana were made in Botswana Pula and translated to Canadian dollars at the rates disclosed in note (1) to the table.
• (5) Amounts in this column typically consist of benefits greater than CAD\$50,000 or 10% of the executive's base salary which are not given to all employees. Ms. Lahri and Mr. Mchive, as employees of Lucara Botswana, receive a gratuity in lieu of a pension, calculated at 20% of base salary as well as certain allowances related to housing, vehicles and medical insurance. The gratuity is payable every three years.

Pension Plan Benefits

The Corporation does not have any defined benefit or actuarial plan for Lucara employees. Lucara Botswana senior management, due to their employment in Botswana, are entitled to receive a gratuity equivalent to 15% of their base salary for the first 3 years of employment and 20% of their base salary thereafter in lieu of a pension. These amounts are accrued on an annual basis and paid every third year.

Liability Insurance

The Corporation is obligated to provide all Officer NEOs with liability insurance appropriate to the nature of their responsibilities.

Termination and Change of ControlBenefits- NEOs

Except as disclosed below, all Officer NEOs have written employment agreements with Lucara. The Lucara Botswana Executives each have a written employment agreement with Lucara Botswana.

NAME AND TITLE	SALARY	STIP	LTIP	OTHER BENEFITS (1)/ KEY TERMS	ESTIMATED TERMINATION PAYMENT(2)
Eira Thomas, President & CEO	24 months	Payment equal to average STIP award earned in 2 years prior to termination	All share based compensation (stock options and share units) becomes fully	Termination clauses "A" and "B"	\$2,101,000 (rounded)
Zara Boldt, CFO & Corporate Secretary	18 months	Payment equal to the STIP award earned in the year prior to termination	vested upon termination. Performance share units are subject to the achievement of the performance criteria and will	Termination clauses "A" and "B"	\$922,000 (rounded)
Dr. John Armstrong, Vice-President, Technical Services	12 months	Payment equal to the STIP award earned in the year prior to termination(4)		Termination clauses "A" and "C"	\$540,000 (rounded)
Ayesha Hira, Vice-President, Corporate Development and Strategy(5)	12 months	Payment equal to the STIP award earned in the year prior to termination	continue until the measurement date (typically 3 years from the date of grant)	Termination clauses "A" and "B"	\$456,000 (rounded)
Termination Clause "A"	Pursuant to the employment agreement in effect on December 31, 2021, if the Lucara NEO's employment had been terminated without cause, they would have been entitled to the payment set out in the table above.
Termination Clause "B"	Pursuant to the employment agreement in effect on December 31, 2021, if the Lucara NEO's employment had terminated their employment for "good reason"(3), they would have been entitled to receive the compensation set out in the table above.
Termination Clause "C"		Pursuant to the employment agreement in effect on December 31, 2021, if the Lucara NEO's employment had been terminated upon a change of control of the Corporation to an entity not affiliated with the Lundin family and the Lucara NEO's employment was either terminated without cause or the Lucara NEO elected to terminate their employment, they would have been entitled to receive the compensation set out in the table above.

(1) All Officer NEOs are entitled to a continuation of benefits for 12 months following termination.

(2) Estimated amount payable should the Lucara NEO's employment have been terminated on December 31, 2021.

(3) "Good Reason" includes: a material reduction in the Lucara NEO's base salary or entitlement to receive incentives, a material reduction in the scope of the Lucara NEO's services, a requirement that the Lucara NEO relocate or a material breach by the Corporation of the Lucara NEO's employment agreement.

(4) STIP shall not exceed the Lucara NEO's annual salary

(5) On January 17, 2022, Ms. Hira's employment was terminated without cause and she received a severance package of CAD\$456,000 (rounded) for the amounts set out in the table above. Ms. Hira elected to settle a portion of the vested restricted share units in cash, resulting in a payment of CAD\$164,000 (rounded). As Ms. Hira was a resident of the U.K., all amounts were paid in U.K. Pounds Sterling and translated into Canadian Dollars at 0.58541, being the f/x rate as at January 17, 2022.

Ms. Lahri, Lucara Botswana MD

Pursuant to the employment agreement between Lucara Botswana and Ms. Lahri, if Ms. Lahri's employment is terminated without cause she will be entitled to receive a payment equal to 3 months' salary and a payment with respect to an accrued 20% gratuity in lieu of a pension. In addition, as her employment with Lucara Botswana is longer than two years, her share options and share units will become fully vested in the event her employment is terminated without cause. It is estimated the total value of Ms. Lahri's severance package would have been CAD\$86,000 (rounded) if a termination of her employment had occurred on December 31, 2021.

Mr. Mchive, Lucara Botswana GM

Pursuant to the employment agreement between Lucara Botswana and Mr. Mchive, if Mr. Mchive's employment is terminated without cause he will be entitled to receive a payment equal to 3 months' salary and a payment with respect to an accrued 20% gratuity in lieu of a pension. In addition, as his employment with Lucara Botswana is longer than two years, his share options and share units will become fully vested in the event his employment is terminated without cause. It is estimated the total value of Mr. Mchive's severance package would have been CAD\$73,000 (rounded) if a termination of his employment had occurred on December 31, 2021.

Outstanding Option and Share based Awards

The following table sets forth for each NEO all awards outstanding at the end of 2021.

		OPTION-BASED AWARDS				SHARE-BASED AWARDS
NEO	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)	OPTION EXERCISE PRICE (CAD\$)	OPTION EXPIRATION DATE	VALUE OF UNEXERCISED IN-THE MONEY OPTIONS (CAD\$)(1)	NUMBER OF SHARES OR UNITS OF SHARES THAT HAVE NOT VESTED (3) (#)	MARKET PAYOUT VALUE OF SHARE BASED AWARDS THAT HAVE NOT VESTED (2) (CAD\$)	MARKET PAYOUT VALUE OF SHARE BASED AWARDS NOT PAID OUT OR DISTRIBUTED (CAD\$)
	February 27, 2018	300,000	2.49(4)	February 27, 2022	–	–	–	–
Eira Thomas	February 25, 2019	138,000	1.64(6)	February 25, 2023	–	103,000	59,740	–
President &	February 26, 2020	105,000	0.77(7)	February 26, 2024	–	600,000	348,000	–
CEO	February 25, 2021	345,000	0.79(8)	February 25, 2025	–	840,000	487,000	–
	Various (dividend SUs)	–	–	–	–	5,595	3,245	–
	April 1, 2018	125,000	2.05(5)	April 1, 2022	–	–	–	–
	February 25, 2019	69,000	1.64(6)	February 25, 2023	–	53,000	30,740	–
Zara Boldt	February 26, 2020	135,000	0.77(7)	February 26, 2024	–	375,000	217,500	–
CFO	February 25, 2021	204,000	0.79(8)	February 25, 2025	–	495,000	287,100	–
	Various (dividend SUs)	–	–	–	–	2,879	1,670	–
	February 27, 2018	60,000	2.49(4)	February 27, 2022	–	–	–	–
John	February 25, 2019	96,000	1.64(6)	February 25, 2023	–	73,000	42,340	–
Armstrong	February 26, 2020	105,000	0.77(7)	February 26, 2024	–	246,000	142,680	–
VP, Technical	February 25, 2021	177,000	0.79(8)	February 25, 2025	–	427,000	247,660	–
Services	Various (dividend SUs)	–	–	–	–	3,966	2,300	–
	February 27, 2018	50,000	2.49(4)	February 27, 2022	–	–	–	–
Naseem Lahri	February 25, 2019	96,000	1.64(6)	February 25, 2023	–	72,000	41,760	–
Lucara	February 26, 2020	100,000	0.77(7)	February 26, 2024	–	225,000	130,500	–
Botswana MD	February 25, 2021	120,000	0.79(8)	February 25, 2025	–	275,000	159,500	–
	Various (dividend SUs)	–	–	–	–	3,911	2,268	–
Johane	February 27, 2018	50,000	2.49(4)	February 27, 2022	–	–	–	–
Mchive	February 25, 2019	84,000	1.64(6)	February 25, 2023	–	63,000	36,540	–
Lucara	February 26, 2020	75,000	0.77(7)	February 26, 2024	–	150,000	87,000	–

		OPTION-BASED AWARDS				SHARE-BASED AWARDS
NEO	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)	OPTION EXERCISE PRICE (CAD\$)	OPTION EXPIRATION DATE	VALUE OF UNEXERCISED IN-THE MONEY OPTIONS (CAD\$)(1)	NUMBER OF SHARES OR UNITS OF SHARES THAT HAVE NOT VESTED (3) (#)	MARKET PAYOUT VALUE OF SHARE BASED AWARDS THAT HAVE NOT VESTED (2) (CAD\$)	MARKET PAYOUT VALUE OF SHARE BASED AWARDS NOT PAID OUT OR DISTRIBUTED (CAD\$)
Botswana GM	February 25, 2021	90,000	0.79(8)	February 25, 2025	–	200,000	116,000	–
	Various (dividend SUs)	–	–	–	–	3,422	1,985	–

• (1) Based on the closing price of the Common Shares on the TSX on December 31, 2021 of CAD\$0.58 per Common Share, less the exercise price of the in-the-money stock options. These stock options have not been, and may never be, exercised and the actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.
• (2) The value is based on the closing price of the Common Shares on the TSX on December 31, 2021 of CAD\$0.58.
• (3) Share units include all units that have not vested, including units issued in lieu of cash dividends applicable to outstanding share units held when a dividend was paid by the Corporation. Share units vest three years from the date of grant.
• (4) One third vesting will occur 12, 24 and 36 months after the date of grant, being February 27, 2019, February 27, 2020 and February 27, 2021, respectively. As at the date of this Circular, all stock options granted on February 27, 2018 expired on February 27, 2022. Asthe options were not "in-the-money" at the time of expiry, none were exercised.
• (5) One third vesting will occur 12, 24 and 36 months after the date of grant, being April 1, 2019, April 1, 2020 and April 1, 2021, respectively.
• (6) These values represent all unvested options. One third vesting will occur 12, 24 and 36 months after the date of grant, being February 25, 2020, February 25, 2021 and February 25, 2022, respectively.
• (7) These values represent all unvested options. One third vesting will occur 12, 24 and 36 months after the date of grant, being February 26, 2021, February 26, 2022 and February 26, 2023, respectively.
• (8) These values represent all unvested options. One third vesting will occur 12, 24 and 36 months after the date of grant, being February 25, 2022, February 25, 2023 and February 25, 2024, respectively

Incentive Plan Awards – Value Vested or Earned During theYear

The following table sets forth details of the value vested or earned for all incentive plan awards during 2021 by each NEO.

NAME	OPTION-BASED AWARDS – VALUE VESTED DURING THE YEAR (1) (CAD\$)	SHARE-BASED AWARDS – VALUE VESTED DURING THE YEAR(2) (CAD\$)	NON-EQUITY INCENTIVE PLAN COMPENSATION VALUE EARNED DURING THE YEAR (3) (CAD\$)
Eira Thomas	–	164,391	770,000
Zara Boldt	–	100,152	350,000
Naseem Lahri	–	36,621	227,000
John Armstrong	–	40,275	243,000
Johane Mchive	–	36,621	139,000

(1) Calculated using the closing price of the Common Shares on the TSX on the dates on which stock options vested during 2021, or if the TSX is not open on such date, the closing price of the Common Shares on the TSX on the

last date that the TSX is open preceding the vesting date and subtracting the exercise price of in the-money stock options; rounded to the nearest thousand Canadian Dollars.

• (2) Calculated using the closing price of the Common Shares on the TSX on the dates on which share units vested during 2021, or if the TSX is not open on such date, the closing price of the Common Shares on the TSX on the last date that the TSX is open preceding the vesting date; rounded to the nearest thousand Canadian Dollars.
• (3) This column represents short-term incentive plan payments referred to earlier in the Circular, the incentive payment is paid in 2022 for 2021 performance. Ms. Boldt is paid in British Pounds Sterling and that amount was converted from Canadian dollars to payment currency at a rate of CAD\$1.00=UK£0.58. Ms. Lahri and Mr. Mchive were paid in Botswana Pula and that amount was converted to Canadian dollars for presentation in the table above. The following conversion rates were used to convert the 2021 short-term incentive plan payments Botswana Pula 1=CAD\$0.113.

The following table sets forth the details of compensation provided to directors in 2021, other than Eira Thomas. Ms. Thomas, Lucara's CEO, did not receive compensation for her service as a director.

DIRECTORS – 2021	CASH-BASED FEES (CAD\$)	SHARE-BASED AWARDS (CAD\$)*(1)	TOTAL FEES EARNED (CAD\$)
Paul Conibear	120,000	38,400	158,400
David Dicaire	25,000	107,266	132,266
Marie Inkster	Nil	152,529	152,529
Lukas Lundin	105,417	Nil	105,417
Catherine McLeod-Seltzer	110,000	35,200	145,200
Peter J. O'Callaghan	Nil	145,592	145,592

Notes to Director Compensation table:

¹ This column represents share unit awards earned as part of a directors' remuneration and fees paid in DSUs in lieu of receipt of cash. Share units' values were calculated in Canadian dollars based on the fair value of Common Shares on the grant date. The amount presented in the table represents the fair value of the share unit as at the date of grant. The Corporation's DSUs vest immediately and are paid out to a director upon retirement from the Board.

In 2019, the Compensation Committee retained GGA to perform benchmarking for director compensation, which was updated in the 2021 GGA Report. The 2019 benchmarking data showed that the directors' annual retainers were generally in line with the cash compensation paid to directors of the companies in the Peer Group, but that most of the Peer Group companies also provide some form of share-based compensation (stock options, deferred share units, etc.) as part of the director compensation package. As a result, in February 2020 the Board adopted a deferred share unit plan (the "DSU Plan"), and made an initial grant to Directors. The DSU Plan was subsequently approved by Shareholders at the May 2020 annual meeting.

For 2021, the Compensation Committee recommended (and the Board approved) a decision that no increases be made to the cash compensation paid to non-executive directors in 2021.

DIRECTORS' FEES	ANNUAL FEE PAID (CAD\$)
Each non-executive director's annual base renumeration	100,000
The Chair of the Board and the Chair of the Audit Committee each receive additional compensation	15,000
Lead Director, the Chair of the SHECR Committee, the Chair of the Corporate Governance and Nominating Committee, and the Chair of the Compensation Committee, receive additional compensation	10,000
Effective for the year commencing January 1, 2022, a director who participates in the Technical Advisory Committee (which is not a committee of the Board) will receive additional compensation	10,000
Deferred share units are granted pursuant to the terms of the Corporation's DSU Plan and are awarded at the discretion of the Board, typically following a recommendation from the Compensation Committee

Lucara reimburses directorsfor any reasonable travel and out-of-pocket expensesrelating to their duties as directors.

No fees were paid for attendance atmeetings. The Corporation provides all directors with liability insurance.

Outstanding Option-Based Awards

There were no outstanding option-based awards held by the directors of the Corporation at the end of 2021, other than Eira Thomas who is a NEO (see above).

Incentive Plan Awards – Value Vested or Earned During theYear

The following table sets forth details of the value vested or earned for all incentive plan awards during 2021 by each director, other than Eira Thomas who is a NEO (see above).

DIRECTORS – 2021	SHARE-BASED AWARDS –VALUE VESTED DURING THE YEAR (CAD\$) (1)
Paul Conibear	38,400
David Dicaire	107,266
Marie Inkster	152,529
Lukas Lundin(2)	Nil
Catherine McLeod-Seltzer	35,200
Peter J. O'Callaghan	145,592

• (1) Calculated using the closing price of the Common Shares on the TSX on the dates on which stock options vested during 2021, or if TSX is not open on such date, the closing price of the Common Shares on the TSX on the last date that the TSX is open preceding the vesting date.
• (2) During the year ended December 31, 2021, 84,000 DSUs held by Mr. Lukas Lundin were settled for a cash value of CAD\$54,000 (rounded). As of December 1, 2021, Mr. Lundin has waived his entitlement to further compensation from the Corporation.

As at December 31, 2021, the Corporation had three compensation plans under which equity securities of the Corporation were authorized for issuance. A share unit plan for executive compensation was approved on May 13, 2015 by the shareholders (the "Share Unit Plan"), a stock option plan was approved by shareholders on May 10, 2019 (the "Option Plan"), and the DSU Plan was approved on May 8, 2020. The following information is presented

as at the Corporation's fiscal year-end of December 31, 2021.

Equity Compensation Plan Information (as at fiscal year end December 31, 2021)

PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS/SHARE UNITS	WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS (CAD\$)	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER THE PLAN (EXCLUDING SECURITIES REFLECTED IN COLUMN (A) )
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS:
Option Plan	6,249,000	1.26	3,751,000
Share Unit Plan	5,234,848	N/A (share units)	2,917,992
DSU Plan	1,234,510	N/A (share units)	2,765,490
Total	12,718,358	N/A	9,434,482

In February 2022, the Corporation granted 720,000 stock options, 600,000 RSUs and 1,200,000 PSUs to the Officer NEOs. A further 278,000 deferred share units were granted to directors.

Percentage of issued and outstanding shares

Option Plan

In 2020 the number of Common Shares reserved for issuance under the Option Plan was reduced from 20,000,000 to 10,000,000 and the difference was re-allocated to the Share Unit Plan for directors and executives. As at the date of this Circular there are 453,566,923 Common Shares issued and outstanding. Subject to the policies of the TSX, the maximum number of Common Shares which may be issued under the Option Plan currently is 10,000,000 representing approximately 2.2% of the Corporation's issued and outstanding Common Shares as at the date of this Circular. There are currently 7,846,000 Common Shares issuable for outstanding stock options under the Option Plan, leaving 2,154,000 Common Shares issuable under the Option Plan.

Share Unit Plan and DSU Plan

In 2020 the shareholders voted in favour of increasing the number of Common Shares of the Corporation reserved for issuance under the Share Unit Plan from 4,000,000 to 10,000,000 (97% in favour). As at the date of this Circular there are 453,566,923 Common Shares issued and outstanding. Subject to the policies of the TSX, the maximum number of Common Shares which may be issued under the Share Unit Plan is 10,000,000 representing approximately 2.2% of the Corporation's issued and outstanding Common Shares as at the date of this Circular. Further amendments to the Share Unit Plan are proposed for consideration by the Shareholders at the upcoming Meeting. See 2.4 – Amendment to Share based Compensation Plans above for details. There are currently 7,206,000 Common Shares issuable for outstanding share units under the Share Unit Plan.

DSU Plan

In 2020, Shareholders approved the adoption of a DSU Plan (99% in favour). A total of 4,000,000 Common Shares were reserved for issuance under the Deferred Share Unit Plan. As at the date of this Circular there are 453,566,923 Common Sharesissued and outstanding. Subject to the policies of the TSX, the maximum number of Common Shares which may be issued under the DSU Plan is 4,000,000 representing approximately 0.9% of the Corporation's issued and outstanding Common Shares as at the date of this Circular. Following a DSU grant to directors in February 2022,

there are 1,512,510 Common Shares issuable for outstanding share units under the DSU Plan as at the date of the Circular. On March 31, 2022, a further 103,543 DSUs were issued for directors' fees.

Summaries of the key plan terms can be found on the following pages.

Burn Rate (1)

YEAR	STOCK OPTIONS GRANTED	BURN RATE	SHARE UNITS GRANTED	BURN RATE	DEFERRED SHARE UNITS GRANTED	BURN RATE
2021	2,357,000	0.6%	2,854,000	0.7%	704,963	0.2%
2020	1,604,000	0.4%	1,918,000	0.5%	687,547	0.2%
2019	1,437,000	0.4%	498,746	0.1%	–	–
3 year total	5,398,000	1.3%	5,270,746	1.3%	1,392,510	0.3%

(1) Calculated using the TSX prescribed methodology that became effective for issuers with fiscal years ending on or after October 31, 2017 –calculated by dividing stock options/share units granted in the applicable fiscal year by the weighted average number of Common Shares outstanding over the applicable fiscal year.

The Share Unit Plan

The material terms of the Share Unit Plan can be summarized as follows:

• The Share Unit Plan provides that share unit awards (the "SUs") may be granted by the Board, the Compensation Committee, or any other committee of directors authorized by the Board to administer the SU Plan (the "Committee").
• Full time employees of the Corporation or any of its subsidiaries, including any senior executive, vice president, and members of the management team of the Corporation or any of its subsidiaries are eligible to receive SUs under the Share Unit Plan.
• 10,000,000 Common Shares are reserved for issuance under the Share Unit Plan, representing approximately 2.5% of the current issued and outstanding Common Shares. If shareholders approve the amendment to the SU plan described under Section 2.4 above, the number of Common Shares reserved for issuance under the SU plan will be increased to such number of Common Shares which equals 10% of the outstanding Common Shares from time to time, minus such number of Common Shares reserved for issuance under the Corporation's option plan and DSU Plan. See above Section 2.4 "Resolution on Approval of Amendment to SU Plan and Unallocated Awards".
• Any Common Shares subject to an Share Unit which are cancelled or terminated in accordance with the terms of the Share Unit Plan without settlement will again be available for issuance under the SU Plan.
• The grant of SUs under the Share Unit Plan is subject to the number of the Common Shares: (i) issued to any one participant within any one (1) year period; (ii) issued to insiders of the Corporation, within any one (1) year period, and (iii) issuable to insiders of the Corporation, at any time, under the Share Unit Plan, or when combined with all of the Corporation's other security based compensation arrangements, shall not exceed 10% of the Corporation's total issued and outstanding Common Shares, respectively.
• The Share Unit Plan is for the benefit of employees of the Corporation or any subsidiary, including any senior executive, vice president, and/or member of the management team of the Corporation or its subsidiaries.
• An SU is a unit credited by means of an entry on the books of the Corporation to a participant, representing the right to receive one Common Share or cash equal to the market price of the share on the vesting date.
• The number and terms of SUs granted to participants will be determined by the Committee and credited to the participant's account effective on the grant date. Subject to the Committee's discretion, SUs will vest 36 months from the grant date.
• The entitlement date, or date that the SU's vest and are eligible for payment, shall be extended if this

date occurs during a blackout to 10 days after the end of the blackout and notwithstanding this, must occur no later than 3 years following the end of the year the SU was granted.

• Following the entitlement date, the SUs will be settled by way of the issuance of Common Shares from treasury, cash equal to the market price of Common Shares or a combination of the two methods of settlement as determined by the Committee.
• All grants of SUs shall be evidenced by a confirmation share unit grant letter.
• In the event dividends are paid to shareholders while SUs are outstanding, additional SUs in lieu of any cash dividends will be credited to participants. For the avoidance of doubt, no cash payment will be made to a participant if cash dividends are paid to shareholders other than cash paid to a participant on an entitlement date.
• In the event of a participant's resignation or employment termination with cause, the SUs will be forfeited and of no further force or effect at the date of termination, unless otherwise determined by the Committee.
• In the event of the participant's employment termination without cause:
• o all unvested SUs that are not subject to performance vesting criteria will vest, for participants who were continuously employed by the Corporation or any subsidiary for at least two years including any notice period, prior to the date of termination and the Common Shares represented by the SUs held shall be issued as soon as reasonably practical;
• o all unvested SUs with performance vesting criteria will remain subject to the normal vesting schedule for participants who were continuously employed by the Corporation or any subsidiary for at least two years including any notice period; and
• o for participants who were not continuously employed by the Corporation for two years their SUs will be forfeited at the date of termination except as may otherwise be stipulated in the participant's grant letter.
• In the event of death, all unvested SUs will vest and the Common Shares will be issued to the participant's estate as soon as reasonably practical.
• In the event of the total disability of a participant, all unvested SUs will vest on the date the participant is determined to be totally disabled and the Common Shares will be issued as soon as reasonablypractical.
• In the event of a change of control, all SUs outstanding will vest on the date of such change of control.
• A clawback provision allows for the Corporation to cancel any vested SUs granted and require repayment of any SUs vested within the past twelve months should a termination with cause occur or a restatement in the Corporation's financial results.
• All of the termination provisions in the Share Unit Plan shall be subject to the terms of any employment/severance agreement between the participant and the Corporation.
• SUs are not transferable other than by will or the laws of descent and distribution.
• The specific amendment provisions for the Share Unit Plan provide the Committee with the power, subject to the requisite regulatory approval, to make the following amendments without shareholder approval (without limitation):
• o amendments of a housekeeping nature;
• o the addition or a change to any vesting provisions of an SU;
• o changes to the termination provisions of an SU or the Share Unit Plan; and
• o amendments to reflect changes to applicable securities or tax laws.
• Any of the following amendments require shareholder approval:
• o materially increasing the benefits to a holder of SUs who is an insider to the material detriment of the Corporation and its shareholders;
• o increasing the number of Common Shares or maximum percentage of Common Shares which may be issued pursuant to the Share Unit Plan (other than by virtue of adjustments permitted under the SU Plan);
• o permitting SUs to be transferred other than for normal estate settlement purposes;
• o removing or exceeding the insider participation limits of the Share Unit Plan;

• o materially modifying the eligibility requirements for participation in the Share Unit Plan; or
• o modifying the amending provisions of the Share Unit Plan.

The DSU Plan

The material terms of the DSU Plan can be summarized as follows:

• The DSU Plan provides that DSUs may be granted by the Board, the Compensation Committee, or any other committee of directors authorized by the Board to administer the DSU Plan (the "Committee").
• Directors who are not employees or officers of the Corporation, including a non-executive Chair of the Board are eligible to receive DSUs under the DSU Plan.
• 4,000,000 Common Shares are reserved for issuance under the DSU Plan, representing approximately 1% of the current issued and outstanding Common Shares.
• Any Common Shares subject to a DSU which are cancelled or terminated in accordance with the terms of the DSU Plan without settlement will again be available for issuance under the DSU Plan.
• A director can elect to receive all or a portion of his or her director's fees in the form of DSUs.
• The number of Common Shares (i) issued under the DSU Plan to insiders of the Corporation, within any one (1) year period, and (ii) issuable to insiders of the Corporation, at any time, under the DSU Plan, or when combined with all of the Corporation's other security based compensation arrangements, shall not exceed 10% of the Corporation's total issued and outstanding Common Shares, respectively. The number of Common Shares reserved for issuance under the DSU Plan to a director within a one year period, in combination with all other equity awards granted to directors under any other share compensation arrangement, shall be limited to an annual equity award value (based on Black-Scholes or Share Price as determined by the Board) of CAD\$150,000 per director. The aggregate number of Common Sharesreserved for issuance to directors shall not exceed 1.0% of the total number of issued and outstanding Common Shares.
• A DSU is a unit credited by means of an entry on the books of the Corporation to a director, representing the right to receive one Common Share or cash equal to the market price of the share on the vesting date.
• The number of DSUs granted to participants will be determined by the Committee, or in the case of director's fees will be calculated based on the market value of the Common Shares at the time of grant and credited to the participant's account effective on the grant date. Subject to the Committee's discretion to determine a later date, a director's entitlement date to receive payment of his or her DSUs is her or her termination date.
• Following the entitlement date, the DSUs will be settled by way of the issuance of Common Shares from treasury, cash equal to the market price of Common Shares or a combination of the two methods of settlement as determined by the participant.
• In the event dividends are paid to shareholders while DSUs are outstanding, additional DSUs in lieu of any cash dividends will be credited to participants. For the avoidance of doubt, no cash payment will be made to a participant if cash dividends are paid to shareholders other than cash paid to a participant on an entitlement date.
• DSUs are not transferable other than by will or the laws of succession and distribution.
• In the event of death, all DSUs shall become payable to the director's legal representative.
• The specific amendment provisions for the DSU Plan provide the Committee with the power, subject to the requisite regulatory approval, to make the following amendments without shareholder approval (without limitation):
• o amendments of a housekeeping nature;
• o the addition or a change to any vesting provisions of a DSU;
• o changes to the termination provisions of a DSU or the DSU Plan; and
• o amendments to reflect changes to applicable securities or tax laws.
• Any of the following amendments require shareholder approval:
• o materially increasing the benefits to a holder of DSUs who is an insider to the material detriment

of the Corporation and its shareholders;

• o increasing the number of Common Shares or maximum percentage of Common Shares which may be issued pursuant to the DSU Plan (other than by virtue of adjustments permitted under the DSU Plan);
• o permitting DSUs to be transferred other than for normal estate settlement purposes;
• o removing or exceeding the insider participation limits of the DSU Plan;
• o materially modifying the eligibility requirements for participation in the DSU Plan; or
• o modifying the amending provisions of the DSU Plan.

The Option Plan

The material terms of the Option Plan can be summarized as follows:

• Employees, directors (including non-employee directors), officers of the Corporation or any of its subsidiaries and, except in relation to a consultant company, any company wholly owned by such persons are eligible to receive options under the Option Plan.
• The aggregate number of Common Shares currently available at all times for issuance under the Option Plan is 10,000,000, which represents approximately 2.2% of the Corporation's current issued and outstanding Common Shares.
• Any option which has been exercised, cancelled or has expired or terminated for any reason in accordance with the terms of the Option Plan will again be available under the Stock Option Plan.
• The exercise price per Common Share under an option shall be determined by the Board and shall not be lower than the market price of a Common Share. Market price is defined as the higher of the closing price on the TSX on the date the option is granted and the last trading date preceding the date the option is granted.
• The Option Plan does not provide for the transformation of options granted under the Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Corporation.
• The term of all options awarded under the Option Plan is a maximum of five years.
• Options granted pursuant to the Option Plan shall vest and become exercisable by an optionee at such time or times as may be determined by the Board at the date of grant and as indicated in the option commitment. Subject to the Board's discretion, options may have a vesting period of up to three years, with 1/3 of the options vesting 12 months from the date of grant; 1/3 of the options vesting 24 months from the date of grant; and the remaining 1/3 vesting 36 months from the date of grant.
• In the event that the expiry of an option falls within, or within 48 hours of, a trading blackout period imposed, the expiry date of the option shall be automatically extended to the tenth business day following the end of the blackout period.
• The termination provisions under the Option Plan shall be:
• An optionee will have, in all cases subject to the original option expiry date (i) 90 days to exercise his/her options, which will automatically vest for optionees who have been continuously employed by the Corporation or by a Corporation providing management services to the Corporation for at least two years including any notice period, if applicable, in the event of termination without cause; (ii) 90 days to exercise his/her options that have vested, in the event of resignation; and (iii) immediate termination of the options in the event of termination with cause, except as may be set out in the optionee's option commitment or as otherwise determined by the Board in its sole discretion. In the event of the death or disability of an optionee, all options will vest and the optionee will have, subject to the original option expiry date, 12 months to exercise his/her options. Notwithstanding the foregoing, all of the termination provisions shall be subject to the terms of any employment/severance agreement between the optionee and the Corporation.
• In the event of a change of control, all unvested options shall vest on/at the effective time of the change of control.
• The grant of options under the Option Plan is subject to the number of the Common Shares: (i) issued to insiders of the Corporation, within any one (1) year period, and (ii) issuable to insiders of the Corporation,

at any time, under the Option Plan, or when combined with all of the Corporation's other security based compensation arrangements, not exceeding 10% of the Corporation's total issued and outstanding Common Shares, respectively.

• The aggregate number of options granted pursuant to the Option Plan to any one non-employee director, within any one-year period shall not exceed a maximum value of \$100,000.
• The aggregate number of Common Shares reserved for issuance pursuant to the Option Plan, together with any Common Shares that may be issued pursuant to any other share compensation arrangement to nonemployee directors as a group, shall not exceed 1% of the number of issued and outstanding Common Shares.
• The aggregate number of Common Shares reserved for issuance pursuant to the Option Plan, or when combined with all of the Corporation's other security based compensation arrangements, to any one participant within a one-year period shall not exceed 10% of the Shares outstanding at the time of the grant
• The Board means the board of directors or any committee of the board to which the duties under the Option Plan are delegated.
• Options are not assignable or transferable other than by will or by the applicable laws ofdescent.
• Unvested options and options granted which have vested within the twelve months, including Common Shares received from exercising such options, are subject to claw-back, to the extent permitted by law, if: (i) a participant was terminated with cause, or the Board reasonably determines after termination of a participant's employment that the termination could have been with cause; (ii) the Board reasonably determines that a participant engaged in conduct that causes material financial or reputational harm to the Corporation or its Affiliates, or engaged in gross negligence, willful misconduct or fraud in respect of the performance of the participant's duties; or (iii) the Corporation is required to restate its financial statements and the restated financial statements disclose materially worse financial results in the Board's reasonable opinion.
• The specific amendment provisions for the Option Plan provide the Board with the power to make the following amendments without shareholder approval:
• o minor or technical modifications;
• o correct ambiguity, defective provisions, error or omissions or reflect changes to applicable securities or taxation laws;
• o change any vesting provisions of an option;
• o change the termination provisions or extend the expiration date provided the extension is not beyond 5 years from the date the option is granted;
• o add or change provisions relating to financial assistance to facilitate the purchase of securities; and
• o add a cashless exercise feature.

Such amendment must be in accordance with applicable laws and stock exchange rules and cannot materially adversely affect existing rights of options.

• Any of the following amendments to the Option Plan or options granted thereunder also require shareholder approval:
• o increasing the number of Common Shares which may be issued pursuant to the Option Plan (other than by virtue of permitted adjustments);
• o reducing the exercise price of an option;
• o amending the term of an option to extend the term;
• o removing or exceeding the limits imposed on insiders and on non-employee Directors;
• o materially increasing the benefits to the holder of the options who is an insider to the material detriment of the Corporation and its shareholders;
• o permitting options to be transferred other than by will or the applicable laws of descent;
• o materially modifying the eligibility requirements for participation in the Option Plan; or
• o changing the amending provisions.

None of the directors or executive officers of the Corporation, proposed nominees for directors, or associates or affiliates of said persons, have been indebted to the Corporation at any time since the beginning of the last completed financial year of the Corporation.

Management functions of the Corporation and its subsidiaries are performed by directors, executive officers or senior officers of the Corporation and not, to any substantial degree, by any other person with whom the Corporation has contracted.

Other than as disclosed herein, to the best of the Corporation's knowledge, no director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year of the Corporation, or any proposed nominee, or any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

Other than as disclosed herein, to the best of the Corporation's knowledge, no informed person of the Corporation, proposed director or any associate or affiliate of them, has or has had any material interest, direct or indirect, in any transaction, since the commencement of the Corporation's most recently completed financial year which has materially affected or will materially affect the Corporation or any of its subsidiaries.

On March 2, 2018, Lucara completed its acquisition of Clara for up-front consideration of 13.1 million shares of Lucara. Further staged equity payments totaling 13.4 million shares may become payable. Such shares will be paid in the event certain performance milestones, related to total revenues (revenues from rough diamonds bought and sold) generated through the platform, are achieved (the "Performance Milestones"). The Corporation has also agreed to a profit-sharing mechanism whereby the founders of the Clara technology will retain 13.3% and the management of Lucara will retain 6.67% of the annual EBITDA generated by the platform, to a maximum of US\$16.67 and US\$8.33 million per year, respectively, for 10 years.

Eira Thomas, the CEO and a current director of Lucara, was a founder of Clara and was issued a total of 1,192,000 shares of Lucara in consideration for her shares of Clara. Ms. Thomas may be issued up to an additional 1,788,001 shares of Lucara. Such additional shares will only be issued upon Clara achieving the Performance Milestones or upon the occurrence of a change of control event.

Catherine McLeod-Seltzer was also a founder of Clara and, following Lucara's acquisition of Clara, was appointed to the Lucara Board. Ms. McLeod-Seltzer received 400,000 Lucara shares as consideration for her Clara shares. Ms. McLeod-Seltzer may be issued up to an additional 600,000 shares of Lucara. Such additional shares will only be issued upon Clara achieving the Performance Milestones or upon the occurrence of a change of control event.

John Armstrong, the Vice President (Technical Services) of the Corporation, and Zara Boldt, the Chief Financial Officer of the Corporation (effective April 1, 2018), were shareholders of Clara at the time of the Corporation's acquisition of Clara. Mr. Armstrong and Ms. Boldt each received 50,000 Lucara shares as consideration for the Clara shares. They may each receive a further 74,000 Common Shares of Lucara. Such additional shares will only be issued upon Clara achieving the Performance Milestones or upon the occurrence of a change of control event.

Pursuant to the profit-sharing mechanism described above, a total of 3.45% of the EBITDA generated by the platform, has been assigned to Ms. Thomas and Ms. McLeod-Seltzer and 3.22% of the EBITDA generated by the platform to be distributed to management, including Dr. Armstrong and Ms. Boldt, at the discretion of Lucara's

Compensation Committee based on key performance targets. In March 2019, the EBITDA sharing agreement between Clara and Eira Thomas and Clara and the Clara Management was amended. Under the terms of the amendment, each of Eira Thomas and the Clara Management waived their respective rights to the EBITDA payment to the extent that such payment relates to net income earned by Clara on the sale of rough diamonds from the Karowe Mine. This waiver was effective from the date of the share purchase agreement in February 2018 through to December 31, 2020.

Ms. Thomas, Dr. Armstrong and Ms. Boldt each maintain a business address at the Corporation's head office, located at Suite 502, 1250 Homer Street, Vancouver, British Columbia, V6B 2Y5. Ms. McLeod-Seltzer maintains a business address at: Suite 1400, 400 Burrard St., Vancouver, BC

The Corporation's Annual Information Form ("AIF"), annual audited, consolidated financial statements for the year ended December 31, 2021 ("Annual Financial Statements") and management's discussion and analysis ("Annual MD&A") as well as the interim financial statements from fiscal 2021 ("2021 Interims") are available on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on the Corporation's website at www.lucaradiamond.com. The Corporation will provide, without charge to a shareholder, a copy of this Circular, its latest AIF, Annual Financial Statements and Annual MD&A, the 2021 Interims and interim financial statements and management's discussion and analysis for subsequent periods upon request by contacting:

• (i) e-mail: info@lucaradiamond.com
• (ii) telephone: 604- 674-0272
• (iii) mail: Lucara Diamond Corp. / Attn: Investor Relations Suite 502 – 1250 Homer Street Vancouver, B.C., V6B 2Y5

The contents and the distribution of this Circular have been approved by the Board.

DATED the 23rd day of March 2022.

(Signed) "Eira Thomas" Chief Executive Officer

(as amended and restated by the Board of Directors on March 23, 2022)

The following is a description of the mandate and responsibilities of the Board of Directors (the "Board") of Lucara Diamond Corp. (the "Company"):

• a. The principal responsibilities of the Board are to supervise and evaluate management, to oversee the conduct of 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.
• b. In discharging its duty of stewardship over the Company the Board expressly undertakes the following specific duties and responsibilities:
• i. adopting, supervising and providing guidance on the Company's strategic planning process including, reviewing on at least an annual basis, a strategic plan which takes into account the opportunities and risks of the Company's business;
• ii. identifying the principal risks of the Company's business and ensuring the implementation of appropriate risk management systems;
• iii. overseeing of environmental, social and governance matters;
• iv. overseeing of climate-related risks and opportunities;
• v. appointing management of the highest calibre who create a culture of integrity throughout the organization;
• vi. overseeing the integrity of the Company's internal control and management information systems;
• vii. maintaining adequate and effective succession planning for senior management, including the CEO
• viii. placing limits on management's authority;
• ix. overseeing the Company's communication policy with its shareholders and with the public generally;
• x. development of the Company's approach to corporate governance and reviewing, at least annually, the corporate governance principles and guidelines which are specifically applicable to the Company.
• c. The Board's independent directors shall meet without management and non-independent directors present at least quarterly. If a Lead Director has been appointed, such meetings of the independent directors will be presided over by the Lead Director.
• d. Board members are expected to be prepared for all meetings, by advance reading of all meeting materials.

Outside Advisors and Fulfilling Responsibilities

A director may, with the prior approval of the Chair of the Board or the Lead Director, engage an outside advisor at the reasonable expense of the Company, where such director and the Chair of the Board or the Lead Director determine that it is appropriate in order for such director to fulfil his or her responsibilities, provided that the advice sought cannot properly be provided through the Company's management or through the Company's advisors in the normal course. If the Chairman of the Board is not available in the circumstances or determines that it is not appropriate for such director to so engage outside counsel, the director may appeal the matter to the Corporate Governance and Nominating Committee, whose determination shall be final.

Ratings Scales used for Criteria
RATING	IMPACT (I)	LIKELIHOOD (L)	VULNERABILITY (V)	SPEED OF ONSET (S)
5	Extreme	Frequent	Very High	Immediate
4	Major	Likely	High	Rapid
3	Moderate	Possible	Medium	Medium
2	Minor	Unlikely	Low	Slow
1	Incidental	Rare	Very Low	Very Slow

Source: Adopted from COSO's Risk Assessment in Practice (2012) in TCFD (2020)

CLIMATE-RELATED RISK	POTENTIAL FINANCIAL IMPACTS – RISK RATING
Policy and legal	Risk Rating I: 2, L: 2, V: 2, S: 3
• Increased pricing of GHG emissions • Enhanced emissions reporting obligations • Mandates on and regulation of existing products and services • Exposure to litigation • Increased operating costs (e.g. through compliance costs, increased insurance premiums) • Write-offs, asset impairment, and early retirement of existing assets due to policy changes • Increased costs and/or reduced demand for products and services resulting from fines and judgments	• As a low volume/high margin miner, Lucara is relatively shielded from increases in operating costs linked to, for example, the introduction of carbon taxes in Botswana. • Review of draft Botswana Climate Change Policy (2017) and Intended National Contribution (2016) does not suggest imminent introduction of carbon taxes. Adding renewable power to Lucara's energy mix would provide a hedge. An aggressive policy adoption by Botswana of • carbon prices of \$50-\$100/t CO2 emission by 2030 could potentially result in additional operating costs in the order of \$5 million to \$10 million during peak emission years (business-as-usual case). Lucara has already adopted reporting and • assurance standards which cover Climate/GHG related topics. Marginal additional resources will be required. UNEP's 2021 Global Climate Litigation Report • highlights growing litigation, mostly in USA, some linked to coal mining sector. No cases linked to Botswana or diamond mining sector.
Technology	Risk Rating: I: 3, L: 4, V: 2, S: 2
• Substitution of existing products and services with lower emissions options • Unsuccessful investment in new technologies • Costs to transition to lower emissions technology • Write-offs, early retirement of assets • Reduced demand for products • R&S expenditures in new and alternative	• Some lab-grown diamond companies use renewables and offsets to market as net carbon neutral (see also Reputation) • Solar PV and storage now competitive. • Current mining fleet part of contract mining, 'stranded fleet risk' if purchased. • As in South Africa, carbon taxes likely introduced gradually, moderately priced, increasing operating
technologies • Capex for technology development	costs in a minor to moderate way, at a slow to medium rate of speed.

• Costs to adopt/deploy new practices and processes

• Changing customer behavior
• Uncertainty in market signals
• Increased cost of raw material
• Reduced demand for goods and services due to shift in consumer preferences
• Increased production costs due to changing input prices and output requirements
• Abrupt and unexpected shifts in energy costs
• Change in revenue mix and sources, resulting in decreased revenues
• Re-pricing of assets

Market Risk Rating: I: 3, L: 3, V: 4, S: 3

• The Bain Global Diamond Report highlights that lab-grown diamond market segment continues to grow, some touting "green" benefits.
• Based on its location in Botswana, Lucara is not well positioned for any rapidly changing market preferences in its high-margin segments if penalized for carbon footprint.
• On its website, Louis Vuitton, one of Lucara's major buyers/partners, refers to the Paris Agreement and notes that it is preparing a new action plan to align its emission reduction trajectory with scientific recommendations.
• New carbon taxes and similar measures may increase operating costs and/or necessitate investment in renewable power.

Reputation Risk Rating: I: 4, L: 3, V: 4, S: 3

• Shifts in consumer preferences
• Stigmatization of sector
• Increased stakeholder concern or negative stakeholder feedback
• Reduced revenue from decreased demand for goods/services
• Reduced revenue from decreased production capacity (e.g., delayed approvals, supply chain interruptions)
• Reduced revenue from neg. impacts on workforce management and planning
• Reduction in capital availability

Acute Physical Risk:

• Increased severity of extreme weather events such as cyclones and floods Chronic Physical Risks:
• Changes in precipitation patterns and extreme variability in weather patterns
• Rising mean temperatures
• Rising sea levels
• Reduced revenue from decreased production capacity (e.g., transport difficulties, supply chain interruptions)
• Reduced revenue and higher costs from negative impacts on workforce (e.g., health, safety, absenteeism)
• Write-offs and early retirement of existing assets (e.g., damage to property and assets in "high-risk" locations)

• Increased operating costs (e.g., inadequate water supply for hydroelectric plants or to cool

• Lucara, reliant on coal-powered electricity, is at a disadvantage to Climate leaders, such as ALROSA, Debswana, and Rio Tinto.

• Mined and lab-grown diamonds with net zero carbon credentials may have an advantage over high-carbon diamonds.

Physical Risk Rating: I: 3, L: 3, V: 3, S: 3

• Karowe is not located near coastal area, perennial surface water bodies, or flood plains. However, major seasonal rainfall events can inundate access roads, making them unpassable temporarily. Karowe does not use freshwater.
• Transmission lines have collapsed in the past during major seasonal rainfall events. The underground expansion plan includes an investment for a new transmission line, mitigating this risk.
• Lucara's assets are designed for 1:50 and 1:100 year return events to ensure, for example, sufficient freeboard for tailings facility, or diversion of stormwater to reduce ingress into underground workings. Given its potential operational, and health and safety risks, this topic should be further reviewed during detailed design/engineering.
• Adverse effects of seasonal and extreme rain events on electric transmission line failures exist

underway.

financial impacts expected.

already. Need for investment in upgrades or replacements has been identified and incorporated into the underground expansion currently

• Government's scenario analysis indicates growing temperatures and malaria infections in Botswana. These may result in marginal additional H&S risk mitigation costs and absenteeism, but no material

nuclear and fossil fuel plants)

• Increased capital costs (e.g., damage to facilities)
• Reduced revenues from lower sales/output
• Increased insurance premiums and potential for reduced availability of insurance on assets in "high-risk" locations

Source: Table adopted from TCFD

CLIMATE-RELATED OPPORTUNITIES

Resource efficiency

• Use of more efficient modes of transport
• Use of more efficient production and distribution processes
• Use of recycling
• Move to more efficient buildings
• Reduced water usage and consumption

Potential Financial Impacts

• Reduced operating costs (e.g., through efficiency gains and cost reductions)
• Increased production capacity, resulting in increased revenues
• Increased value of fixed assets (e.g., highly rated energy efficient buildings)
• Benefits to workforce management and planning (e.g., improved health and safety, employee satisfaction) resulting in lower costs

Qualitative Scoring

• Clara's adoption may accelerate for carbon- conscious buyers/sellers as it reduces the need for inperson viewing of diamonds, thus contributing to a reduction of GHGs associated with international travel.
• Routine continues improvement efforts aimed at conserving natural resources are not expected to have material financial implications.

Energy Source

• Use lower-emission energy sources
• Use of supportive policy incentives
• Use of new technologies
• Participation in carbon market
• Shift toward decentralized energy generation

Potential Financial Impacts

• Reduced operational costs (e.g., through use of lowest cost abatement)
• Reduced exposure to future fossil fuel priceincreases
• Reduced exposure to GHG emissions and thereforeless sensitivity to changes in cost of carbon
• Returns on investment in low-emission technology
• Increased capital availability (e.g., as more investorsfavor lower-emissions producers)
• Reputational benefits resulting in increased demand for goods/services

Qualitative Scoring

• Lucara has already received concept-levelproposal for solar PV and storage options,indicating opportunities for costs savings (and material GHG emission reduction)
• Lucara may be able to target tax incentives if introduced by the Botswana government to prime the IPP market.
• Solar PV plant has a life exceeding life of mineand could be a valuable closure strategy/contribution for local communities.

Products and Services

• Development and/or expansion oflow emission goods and services
• Development of climate adaptationand insurance risk solutions
• Development of new products orservices through R&D and Innovation
• Ability to diversify business activities
• Shift in consumer preferences

Potential Financial Impacts

• Increased revenue through demand for loweremissions products and services
• Increased revenue through new solutions to adaptation needs (e.g., insurance risk transfer products and services)
• Better competitive position to reflect shiftingconsumer preferences, resulting in increasedrevenues Qualitative Scoring
• Adoption of Clara, already improved during COVID-19 lock-down, may accelerate and help avoids in-person viewing and associated GHG emissions.
• Reducing GHG footprint would improve
• Lucara's positioning with discerning investors and consumer of its mined diamonds.

Markets

• Access to new markets
• Use of public-sector incentives
• Access to new assets and locations needing insurance coverage

Potential Financial Impacts

• Increased revenues through access to new andemerging markets (e.g., partnerships with governments, development banks)
• Increased diversification of financial assets (e.g., green bonds and infrastructure)

Qualitative Scoring

• Financing the switch to a lower carbon footprint may be attractive to some investors who wish/need to demonstrate their successas impact investors and achieve quantifiable GHG emission improvements.

Resilience

• Participation in renewable energy
• programs and adoption of energy- efficiency measures
• Resource substitutes/diversification

Potential Financial Impacts

• Increased market valuation through resilience planning (e.g., infrastructure, land, buildings)
• Increased reliability of supply chain and ability to operate under various conditions
• Increased revenue through new products and services related to ensuring resiliency

Qualitative Scoring

• Reviewing and ensuring assets/infrastructure are appropriately sized/designed will avoid major costs of redesign and/or upgrades at a later stage.

Source: Table adopted from TCFD