Lupaka Gold Corp. — Proxy Solicitation & Information Statement 2025

Oct 16, 2025

LUPAKA GOLD CORP.
1569 Dempsey Road
North Vancouver, BC V7K 1S8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting of the shareholders (the “Meeting”) of LUPAKA GOLD CORP. (the “Company”) will be held on Friday, November 21, 2025, at 10:00 am (Pacific Time) at Suite 410 – 4445 Lougheed Hwy., Burnaby, BC V5C 0E4 for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2024, together with the report of the auditors thereon;
2. to set the number of directors for the ensuing year at five (5);
3. to elect the directors for the ensuing year;
4. to appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year, and to authorize the directors to fix their remuneration;
5. to consider and, if thought fit, pass, with or without variation, an ordinary resolution re-approving the Company’s 2010 Incentive Stock Option Plan, as amended August 18, 2025;
6. to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

This notice is accompanied by a Management Information Circular (“Circular”) which provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this notice of Meeting. The Company urges shareholders to review the Circular before voting.

The board of directors of the Company has by resolution fixed the close of business on September 23, 2025, as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of and to vote at the Meeting and any adjournment thereof.

Registered shareholders may attend the Meeting in person or may be represented by a proxy holder. If you are a registered Shareholder and unable to attend the Meeting in person, you are requested to complete, date, sign and deliver the enclosed form of proxy to Computershare Investor Services Inc. (“Computershare”), Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6, by 10:00 am. (Pacific Time) on November 19, 2025 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before any adjournment or postponement of the Meeting at which the proxy is to be used. Any adjourned or postponed Meeting will be held at a time and place to be specified either by the Company before the Meeting or by the Chair at the Meeting to be adjourned or postponed.

Non-registered shareholders of the Company who have received this notice of Meeting and accompanying materials but instead plan to attend the Meeting must follow the instructions set forth in the voting instruction form or proxy form sent to them. If you hold your Common Shares in a brokerage account, you are not a registered shareholder.

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DATED at Vancouver, British Columbia this 23rd day of September, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Gordon Ellis"

Gordon Ellis

Chair of the Board