NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

You are invited to Lundin Gold's 2024 annual general meeting of shareholders (the Meeting).

MEETING INFORMATION

When

Friday, May 10, 2024 9:00 am PDT

In person 28th Floor

Four Bentall Centre

1055 Dunsmuir Street

Vancouver, BC, V7X 1L2

Virtually

https://web.lumiagm.com/483854529(Password: lundin2024)

ITEMS OF BUSINESS

  1. Receive our 2023 annual audited financial statements (page 12)
  2. Re-appointPwC as auditor for the coming year (page 12)
  3. Elect nine directors for the coming year (page 13)
  4. Approve a non-binding advisory resolution on executive compensation (page 14)

Your vote is important. If you held Lundin Gold common shares on March 20, 2024, you are entitled to receive notice and vote at the Meeting.

If you plan to attend the Meeting in person, you will need to follow the procedures outlined in the Circular and register with our transfer agent, Computershare, at the registration desk to obtain an admission card before entering the Meeting. Registered shareholders and duly appointed proxyholders will also be able to participate, ask questions, and vote in "real time" through an online portal that may be accessed at https://web.lumiagm.com/483854529by following the instructions set out in the Circular. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but guests will not be able to vote or submit questions at the meeting.

Please refer to the section of the Circular entitled "About the Meeting" for additional details. Please vote by using the proxy form or voting instruction form included with the Circular and returning it according to the instructions provided before 9:00 a.m. (Pacific time) on May 8, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ "Sheila Colman"

Sheila Colman

Vice President, Legal and Sustainability

  • Corporate Secretary March 26, 2024

WHAT'S INSIDE

ABOUT THE MEETING

3

Voting Information

4

Attending the Meeting

5

How to Vote if Your Shares Trade on the TSX

6

How to Vote if Your Shares Trade on the Nasdaq Stockholm Exchange

9

Exercise of Discretion by the Proxyholder

9

BUSINESS OF THE MEETING

12

Lundin Gold's Financial Statements

12

Appointing the Auditor

12

Election of Directors

13

Say on Pay Advisory Vote

14

ELECTION OF DIRECTORS

15

About the Nominees

16

Independence

21

Skills and Experience

23

Director Compensation

25

Summary of 2023 Compensation

28

Directors' Outstanding Options and Share-Based Awards

28

Director Share Ownership Requirements

30

LUNDIN GOLD'S COMMITMENT TO CORPORATE GOVERNANCE

32

The Board of Directors

33

Board Committees

34

Risk Oversight

39

Diversity at Lundin Gold

42

Board Assessments

44

Director Orientation and Continuing Education

45

Shareholder Engagement

46

Core Policies

47

COMPENSATION DISCUSSION & ANALYSIS

50

Approach to Compensation

50

Compensation Governance

51

Executive Share Ownership Requirements

53

Executive Compensation

55

2023 Performance and Decisions

61

Share Performance Graph

65

CEO Compensation Lookback

66

Summary Compensation Table

67

Termination and Change of Control Benefits

71

Lundin Gold's Equity Compensation Plans

74

Additional Information

76

APPENDICES

Summary of Equity Compensation Plans

A

Mandate of the Board

B

"FDN continues to exceed expectations. Heading into 2024, Lundin Gold is in a very strong position to continue creating value."

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholder,

The annual general meeting of Lundin Gold Inc. (Lundin Gold or the Company) will be held Friday, May 10, 2024 at 9:00 a.m. (Pacific Time). The attached management proxy circular provides information about the business of the meeting, the voting process, this year's nominated directors, our corporate governance practices, our approach to executive and board compensation and our 2023 compensation decisions. For the fourth year in a row, Lundin Gold is asking for your views on our executive compensation. Your vote is important to us.

Last year was another strong year for Lundin Gold, delivering great value for our shareholders. The Company, once again, continued its strong track record by meeting its upwardly revised production guidance and meeting its downwardly revised cost guidance, and in doing so Lundin Gold generated significant cash flow, highlighting the Tier 1 nature of its Fruta del Norte ("FDN") gold mine in Ecuador.

A record year of cash flow allowed Lundin Gold to focus on significant debt reduction with its repayment in full of the gold prepay credit facility in January for $207.5 million, inclusive of applicable taxes, and repayment of the remaining balance under our senior debt facility of $72 million in November. These strategic transactions increase free cash flow, provide the Company with greater exposure to a strengthening gold price and give Lundin Gold greater flexibility to pursue operational and corporate opportunities for the benefit of the Company and its shareholders. This capital allocation strategy included the payment of quarterly dividends of $0.10 per share, resulting in the payment of dividends equal to $95 million in 2023.

Exploration success was an area of outstanding performance for Lundin Gold last year. Early in 2023, the Company released new estimates of Mineral Reserves and Resources for FDN. Notably, the Company's Mineral Reserve estimate was increased because of the incorporation of conversion drilling results and an update to the geological model, replacing 142% of 2022 production. During the year,

Lundin Gold also significantly increased its exploration programs, with 55,000 metres drilled. Approximately 11,000 metres were drilled on the conversion program, the results of which are reflected in our year-end statement of Mineral Resources and Reserves. Just over 35,000 metres of near-mine drilling were also completed during the year, the results of which have identified significant mineralization at two primary targets, FDN South and Bonza Sur, both which will be the focal points of our 2024 near-mine drilling. The regional program also continued in 2023, with approximately 8,500 metres of drilling completed, and successfully advanced the identification of important indicators that point toward the presence of buried epithermal deposits in the southern basin where FDN is located.

I am proud of the results we have been able to achieve this year, but I know we can continue to improve, and as such I am excited for what is to come in 2024. We have already commenced a $36 million Process Plant Expansion Project to increase plant throughput to 5,000 tpd and improve gold recoveries by approximately 3% with the addition of the Jameson cells technology. By the end of 2024, I am confident that we will be running at 5,000 tpd and will see an

1 | Lundin Gold 2024 AGM

improvement in recoveries. In addition, we plan to execute the largest drill program ever on the land package that hosts FDN.

Underpinning all of this has been an unwavering commitment to safety and strong approach to ESG. In 2023 Lundin Gold had no Lost Time Incidents and a year-end TRIR of 0.24 per 200,000 hours, exceeding its 2022 performance. We continue our sustainability activities on all fronts, including publishing our second TCFD-aligned climate change report and seventh annual sustainability report in May. Based on publicly available data from 152 gold mines that reported their Scopes 1 and 2 greenhouse gas emissions in 2021 and on Lundin Gold's 2022 emissions performance, the emissions intensity of FDN was among the lowest in the industry. We have set a target to be carbon neutral by 2030 and have begun the important steps to meet this goal.

As you will read in this information circular, Lundin Gold had a number of changes to both its board and management team in 2023. In November 2023, Newcrest Mining Limited, Lundin Gold's largest shareholder and a strategic investor, was acquired by Newmont Corporation. As part of that acquisition, Newmont appointed two new directors to the Board, Melissa Harmon and Scott Langley, replacing Jill Terry and Craig Jones. On behalf of the Lundin Gold team, we would like to thank Jill and Craig for their contributions and service to the Board. At the same time, we welcome Melissa and Scott to the board and believe both will be a great asset to the Company. Newcrest was a valuable partner throughout the years. In Newcrest's place, we are excited to have Newmont as a strategic investor going forward.

In addition to board changes, we welcomed two new members to our executive team. Terry Smith joined as Chief Operating Officer in March. Terry is an experienced executive with over 20 years in the industry and has the right experience to enhance the Company's ability to optimize and continue to expand operations at Fruta del Norte. In July, we welcomed Christopher Kololian as the Company's new Chief Financial Officer. Christopher is an experienced financial industry professional with over 16 years' experience working in the Metals & Mining investment banking sector in Toronto and London. Both Terry and Christopher have been strong additions to the executive team as the Company continues to mature.

In closing, FDN continues to exceed expectations. Heading into 2024, Lundin Gold is in a very strong position to continue creating value. I am excited for the year ahead.

Lundin Gold is pleased to offer its first hybrid meeting format for this year's annual general meeting. Our information circular details how to participate, how to vote and how to contact the Board. Thank you for your continued support of Lundin Gold. I look forward to your participation at our upcoming meeting on May 10th.

Sincerely,

/s/ "Ron Hochstein"

Ron Hochstein

President and Chief Executive Officer

March 26, 2024

2 | Lundin Gold 2024 AGM

MANAGEMENT INFORMATION CIRCULAR

ABOUT THE MEETING

You have received this Management Information Circular because you owned Shares of Lundin Gold on March 20, 2024,

the Record Date of the Meeting. Management is soliciting your proxy for the 2024 Annual General Meeting of

Shareholders, and the Company pays all proxy solicitation costs.

As a Shareholder on the Record Date, you have the right to attend the Annual Meeting of Shareholders on May 10, 2024. Lundin Gold is pleased to provide a hybrid (in person and virtual) meeting format for this year's Meeting. A summary of the information that Shareholders will need to attend the meeting in person or online is provided below. If you are unable to attend the Meeting, you can listen to the webcast on our website (www.lundingold.com) following the Meeting.

The Board of Directors has approved the contents of this Circular and has directed management to distribute it to you. We have also sent a copy to each of our directors and our auditors. The information in this Circular is given as of March

26, 2024, unless otherwise noted. Unless otherwise specified, all dollar amounts referred to in this Circular are stated in United States dollars. References to "CAD$" mean Canadian dollars.

Frequent Terms

In this Circular, unless otherwise specified:

  • Annual Financial Statements means audited annual consolidated financial statements and the auditor's reports thereon for the year ended December 31, 2023
  • Board or Board of Directors means the Board of Directors of Lundin Gold
  • Board Chair means the Chairman, Jack Lundin
  • Circular means this management information circular
  • Lundin Gold, the Company, we, us or our means Lundin Gold Inc.
  • Meeting means the annual meeting of shareholders of Lundin Gold to be held on May 10, 2024 or any adjournment or postponement of the meeting
  • Nominees means the candidates identified in this circular as standing for election to the Board at the Meeting
  • Notice of Meeting means the notice sent to shareholders of the Company showing the date and time of the Meeting
  • Record Date means March 20, 2024
  • Shareholders or you means the holders of common shares of Lundin Gold
  • Shares means the common shares of Lundin Gold
  • TSX means the Toronto Stock Exchange

3 | Lundin Gold 2024 AGM

Additional Disclosure

Additional documentation and information about Lundin Gold is available under the Company's profile on www.sedarplus.ca(SEDAR+). Financial information is provided in Lundin Gold's annual consolidated financial statements and the management's discussion and analysis for its most recently completed financial year.

In addition, any Shareholder who would like to receive a copy of this Circular, our annual report for the 2023 financial year, our most recent Sustainability Report or our inaugural Report on Fighting Against Forced Labour and Child Labour in Supply Chains may do so free of charge by contacting the Corporate Secretary at the Company's head office: 885 West Georgia Street, Suite 2000, Vancouver, BC, Canada, V6C 3E8, corporatesecretary@lundingold.com. These documents can also be viewed on the Company's website at www.lundingold.com

Effective April 15, 2024, Lundin Gold's new office address will be:

Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street

PO Box 49225, Vancouver, BC, V7X 1L2

Any documents referred to in this Circular, and any information or documents available on SEDAR+ or any other website including our own, are not incorporated by reference into this Circular unless otherwise specified.

Voting Information

TO BE COUNTED PROXIES MUST BE RECEIVED NO LATER THAN 9:00 A.M. (PACIFIC TIME) ON

WEDNESDAY MAY 8, 2024.

Voting Shares

The Shares are the only shares issued by the Company. On the Record Date, the Company had 238,822,451 Shares issued and outstanding. Each Shareholder is entitled to one vote for each Share held on the Record Date. To the Company's knowledge1, the only Shareholders who beneficially own, control or direct, directly or indirectly, more than

10% of the votes attached to Shares that may be voted at the Meeting are:

Shareholder

Number of Shares

Percentage

Newmont Corporation2

76,032,417

31.84%

Nemesia S.à.r.l.3

63,489,121

26.58%

Notes:

  1. This information was obtained from publicly disclosed information and has not been independently verified by the Company.
  2. Newcrest Mining Limited (Newcrest) became a significant shareholder of Lundin Gold in 2018. Upon the acquisition of Newcrest by Newmont Corporation (Newmont) last year, Newmont acquired beneficial ownership, control and direction of Newcrest's interest in the Company.
  3. Nemesia S.à.r.l. is a private corporation ultimately controlled by trusts whose settlor was the late Adolf H. Lundin (the Lundin Family Trust).

4 | Lundin Gold 2024 AGM

For technical support, please visit:https://go.lumiglobal.com/faq

Computershare counts and tabulates the votes. It does this independently of Lundin Gold to make sure that the votes of individual Shareholders are confidential. Computershare refers proxy forms to Lundin Gold 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.

Quorum

We must have a quorum at the beginning of the Meeting for it to proceed and to transact business. This means we must have two people present who together hold, or represent by proxy, at least 25% of Lundin Gold's Shares issued and outstanding as of the Record Date. If a quorum is present at the opening of the Meeting, Shareholders present may proceed with the business of the Meeting even if a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present or represented may adjourn the Meeting to a fixed time and place, but Shareholders may not transact any other business.

Attending the Meeting

The Meeting will be held in person at Lundin Gold's offices at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, BC, V7X 1L2 and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/483854529(Password: lundin2024). Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting, whether in person or online.

Attending In Person

You should identify yourself to the representative from Computershare before entering the Meeting to register your attendance at the Meeting. See "How to Vote" for additional information on voting at the Meeting and "Voting by Proxy" for additional information on appointing yourself as a proxyholder and registering with Computershare if you are a non-registered Shareholder.

Attending Virtually

Virtual attendees may enter the Meeting by clicking "I have a username" and entering a valid control number (which acts as the username) provided by Computershare and the password: lundin2024 (case sensitive) before the start of the Meeting. Guests, including non-registered (beneficial) Shareholders who

have not duly appointed themselves as a proxyholder, can login to the Meeting by clicking "I am a guest" and completing the online form. Guests will be able to listen to the Meeting but will not be able to ask questions or vote at the Meeting.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 9:00 a.m. (Pacific time) on May 10, 2024, unless otherwise adjourned or postponed. Online check-in will begin one hour prior to the Meeting, at 8:00 a.m. (Pacific time). You should allow ample time for online check-in procedures. Your network security protocols, including firewalls and VPN connections that you may be connected to, may block access to the Meeting. If

5 | Lundin Gold 2024 AGM

you are experiencing any difficulty connecting or watching the Meeting, ensure your VPN setting is disabled or use a computer on a network that is not restricted by the security settings of your organization.

How to Vote

How you vote depends on whether you are a non-registered(beneficial) or registered Shareholder and whether your Shares trade on the TSX or the Nasdaq Stockholm Exchange. You are a non-registered (beneficial) Shareholder if the Shares you own are registered for you in the name of an intermediary such as a bank, trust company, securities broker or other nominee. You are a registered Shareholder if the Shares you own are registered directly in your name. If your Shares trade on the TSX, you can vote online at the Meeting or you can appoint someone to attend the Meeting online and vote your Shares for you (called voting by proxy). If your Shares trade on the Nasdaq Stockholm Exchange, you cannot vote your Shares directly at the Meeting and you must follow the instructions included with the Meeting materials provided by Computershare AB (Computershare Sweden), as set out below.

Please read these instructions carefully.

How to Vote if Your Shares Trade on the TSX

Non-registered (beneficial) Shareholders

Are you a registered or

Your intermediary has sent you a Notice of

beneficial Shareholder?

Meeting, Circular and voting instruction form. We

may not have records of your shareholdings as a

non-registered (beneficial) Shareholder, so you

must follow the instructions from your

intermediary to vote.

If you want to attend the

If you wish to vote at the Meeting, you have to

Meeting to vote online

appoint yourself as proxyholder by inserting your

own name in the space provided for appointing a

proxyholder and must follow all of the applicable

instructions, including the deadline, provided by

your intermediary.

If you do not duly appoint yourself as proxyholder

then you will not be able to ask questions or vote

at the Meeting but will be able to attend the

Meeting online as a guest. This is because we and

our transfer agent, Computershare, do not have a

record of the non-registered Shareholders, and, as

a result, will have no knowledge of your

shareholdings or entitlement to vote unless you

appoint yourself as proxyholder. Guests will be

able to listen to the Meeting but will not be able to

vote or submit questions at the Meeting.

Computershare will provide you with a control

number that will act as your online username and

sign-in credentials by email after the proxy voting

deadline has passed and you have been duly

appointed. You must register with Computershare

by visiting

http://www.computershare.com/LundinGoldby

Registered Shareholders

We have sent you a Notice of Meeting, Circular and proxy form. A proxy is a document that authorizes someone else to attend the Meeting online and vote for you.

Do not complete the proxy form or return it to us. Simply login to the Meeting and complete a ballot online during the Meeting.

The 15-digit control number located on the proxy form is your username for purposes of logging in to the Meeting. See "Attending the Meeting" for additional information on how to login to the Meeting.

6 | Lundin Gold 2024 AGM

Non-registered (beneficial) Shareholders

9:00 a.m. (Pacific time) on May 8, 2024 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting and provide Computershare your contact information so that Computershare may provide you with a control number via email after the proxy voting deadline has passed.

This control number is your username for

purposes of logging in to the Meeting. See

"Attending the Meeting" for additional

information on how to login to the Meeting and

"Voting by Proxy" for additional information on

appointing yourself as proxyholder and registering

with Computershare.

If you want to attend the

If you wish to vote at the Meeting, you have to

Meeting to vote in person

appoint yourself as proxyholder by inserting your

own name in the space provided for appointing a

proxyholder and must follow all of the applicable

instructions, including the deadline, provided by

your intermediary.

If you do not duly appoint yourself as proxyholder

then you will not be able to ask questions or vote

at the Meeting but will be able to attend the

Meeting in person as a guest. This is because we

and our transfer agent, Computershare, do not

have a record of the non-registered Shareholders,

and, as a result, will have no knowledge of your

shareholdings or entitlement to vote unless you

appoint yourself as proxyholder. Guests will be

able to listen to the Meeting but will not be able to

vote or submit questions at the Meeting.

If you do not plan to

Complete the voting instruction form and return it

attend the Meeting

to your intermediary.

You can either mark your voting instructions on

the voting instruction form or you can appoint

another person (called a proxyholder) to attend

the Meeting and vote your Shares for you.

In-Person Proxy Attendance - You must submit

your voting instruction form appointing that

proxyholder in accordance with the form.

Virtual Proxy Attendance - You must submit your

voting instruction form appointing that

proxyholder in accordance with the form and you

must register that proxyholder by visiting

http://www.computershare.com/LundinGoldby

9:00 a.m. (Pacific time) on May 8, 2024 or, if the

Meeting is adjourned or postponed, not less than

48 hours (excluding Saturdays, Sundays and

holidays) before the time and date of the

adjourned or postponed Meeting and provide

Registered Shareholders

Registered Shareholders who will attend the Meeting and wish to vote in person should not complete a proxy form. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, Computershare, when you arrive at the Meeting.

You can either mark your voting instructions on the proxy form and return it to Computershare using one of the methods outlined below or you can appoint another person (called a proxyholder) to attend the Meeting and vote your Shares for you.

In-Person Proxy Attendance - You must submit your voting instruction form appointing that proxyholder in accordance with the form.

Virtual Proxy Attendance - You must submit your form of proxy appointing that proxyholder in accordance with the form and register that proxyholder at http://www.computershare.com/LundinGoldby 9:00 a.m. (Pacific time) on May 8, 2024 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed Meeting and provide Computershare the required proxyholder contact

7 | Lundin Gold 2024 AGM

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Disclaimer

Lundin Gold Inc. published this content on 01 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 03:56:02 UTC.