Lupaka Gold Corp. — Proxy Solicitation & Information Statement 2022

May 3, 2022

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LUPAKA GOLD CORP.

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on June 10, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

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

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

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

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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

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

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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

Proxies submitted must be received by 10:00 am, (Pacific Time) on June 8, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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• Call the number listed BELOW from a touch tone telephone.

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

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To Vote Using the Internet
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To Receive Documents
Electronically
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• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting

• • Smartphone? www.investorcentre.com. Scan the QR code to vote now.

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

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Lupaka Gold Corp. (the “Corporation”) hereby appoint: Gordon L. Ellis, or failing this person, Luquman Shaheen (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at #480 - 505 Burrard St, Vancouver, BC V7X 1M3 on June 10, 2022 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors					For	Against
To set the number of Directors at five (5).
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. Gordon L. Ellis		02. Norman B. Keevil		03. Lucio D. Pareja
04. Luquman A. Shaheen		05. Mario Stifano
					For	Withhold
3.Appointment of Auditors
Appointment of MNP LLP, Chartered Professional Accountants, as Auditors of the Company for			the ensuing year and to authorize the directors to
fix the remuneration to be paid to the auditors.
4.Re-Approval of the 2010 Incentive Stock Option Plan					For	Against
That the 2010 Option plan, as amended on June 14, 2015, subject to review and acceptance by			the TSX Venture Exchange, is hereby approved.
5.Approval of Consolidation of Common Shares					For	Against
That, subject to the approval of the TSXV, if and when the Board shall deem appropriate to do so, the issued and outstanding common shares of
the Company be consolidated at a ratio of up to ten (10) pre-consolidation common shares for one (1) post-consolidation common share, is hereby
approved.							-------
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					For	Against

1. Proposed Amendments to Existing Articles

That Part 9 of the Company’s existing articles be deleted in its entirety and replaced with the new form of Part 9 articles presented to the Meeting, is hereby approved.

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Signature of Proxyholder Signature(s) Date I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would Information Circular - Mark this box if you would like to like to receive Interim Financial Statements and like to receive the Annual Financial Statements and receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by securityholders’ meeting. mail. mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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