Josemaria Resources : Notice of Meeting and Management Information Circular

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor. If you have any questions or require more information with respect to the procedures for voting, please contact Computershare Investor Services Inc. by phone at: at 1-800-564-6253 (within North America) or 1-514-982-7555 (international) or by e-mail [e-mail].

ARRANGEMENT INVOLVING

JOSEMARIA RESOURCES INC.

and

LUNDIN MINING CORPORATION

NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR

THE SPECIAL MEETING OF SECURITYHOLDERS

OF JOSEMARIA RESOURCES INC.

TO BE HELD 10:00 A.M. (VANCOUVER TIME) ON APRIL 21, 2022

ONLINE AT: MEETNOW.GLOBAL/MG2RP2J

The Board of Directors unanimously recommends that Securityholders vote

FOR

the Arrangement Resolution

TAKE ACTION AND VOTE TODAY

March 16, 2022

Letter to Securityholders

March 16, 2022

Dear Securityholders:

The Board of Directors (the "Board") of Josemaria Resources Inc. (the "Company" or "Josemaria Resources") invites you to attend the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "Josemaria Shares") and the holders of stock options of the Company (the "Optionholders", and collectively with the Shareholders, the "Securityholders") to be held virtually on April 21, 2022 at 10:00 a.m. (Vancouver time) at meetnow.global/MG2RP2J.

At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, pass a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") with Lundin Mining Corporation (the "Purchaser" or "Lundin Mining") pursuant to a statutory plan of arrangement (the "Plan of Arrangement") under section 192 of the Canada Business Corporations Act ("CBCA") whereby Lundin Mining will, among other things, acquire all of the issued and outstanding Josemaria Shares. As a result of the Plan of Arrangement, Josemaria Resources will become a wholly-owned subsidiary of Lundin Mining.

Under the terms of the Arrangement Agreement, which was negotiated at arm's length, each Shareholder (other than those Shareholders validly exercising their dissent rights and Lundin Mining and any of its subsidiaries) will receive as consideration for such Shareholder's Josemaria Shares, at such Shareholder's election, on the closing of the Arrangement:

• (i) $1.60 in cash for each Josemaria Share held (the "Cash Consideration"), or

• (ii) 0.1487 of a common share in the capital of Lundin Mining (each whole common share, a "Lundin Mining Share") for each Josemaria Share held (the "Share Consideration"), plus for each whole Lundin Mining Share issued to such Shareholder, $0.11 in cash will also be paid to such Shareholder (the "Share Consideration Cash Payment"), or

• (iii) any combination thereof.

The Cash Consideration and Share Consideration (together, the "Consideration") is subject, in each case, to pro-ration based on a maximum cash consideration of approximately $183 million (the "Maximum Cash Consideration") and a maximum of approximately 39.7 million Lundin Mining Shares to be issued pursuant to the Plan of Arrangement, subject to adjustment in accordance with the Plan of Arrangement. The Shareholders who do not make an election or a valid election will be deemed to have elected the Share Consideration (together with the applicable Share Consideration Cash Payment) in respect of each Josemaria Share held, subject to pro-ration. The Share Consideration Cash Payment is not included in the determination of the Maximum Cash Consideration.

Each outstanding stock option of the Company (a "Josemaria Option") will, pursuant to the Plan of Arrangement, immediately vest and be exchanged for a fully-vested option (a "Replacement Option") to acquire from Lundin Mining the number of Lundin Mining Shares equal to the product of: (A) the number of Josemaria Shares that were issuable upon exercise of such Josemaria Option, multiplied by (B) 0.1487 (the "Exchange Ratio"), rounded down to the nearest whole number of Lundin Mining Shares, at an exercise price per Lundin Mining Share equal to the quotient determined by dividing: (X) the exercise price per Josemaria Share at which such Josemaria Option was exercisable, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. Except as set out above, the terms of each Josemaria Option shall be the same as the terms of the Replacement Option exchanged therefor pursuant to any agreement evidencing the grant thereof prior to the Effective Time.

Optionholders who intend to exercise vested Josemaria Options in advance of the Effective Date (as defined in the accompanying management information circular (the "Circular")) are encouraged to do so as soon as possible and, in any event, at least four Business Days prior to the Effective Date. Optionholders who validly exercise their vested Josemaria Options for Josemaria Shares following the Election Deadline (as defined below), or who validly exercisetheir vested Josemaria Options for Josemaria Shares prior to the Election Deadline but do not otherwise make a valid election prior to the Election Deadline, will be deemed to have elected the Share Consideration (together with the applicable Share Consideration Cash Payment) in respect of each such Josemaria Share held, subject to pro-ration.

The Consideration represents a premium of 31% and 29% to the closing price and the 10-day volume weighted average price, respectively, of Josemaria Shares on the Toronto Stock Exchange for the period ending December 17, 2021. If consummated, the Arrangement would result in the Shareholders owning up to approximately 5% of the Lundin Mining Shares outstanding on a non-diluted basis.

Full details of the Arrangement are set out in the Circular. The Circular describes the Arrangement and includes certain additional information to assist you in considering how to vote on the Arrangement Resolution, including certain risk factors relating to the completion of the Arrangement. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including, among other things, approval by the Securityholders, relevant stock exchange approvals and court approval. The Arrangement will not proceed if such approvals are not obtained.

In order to become effective, the Arrangement Resolution must be approved by at least (i) 66⅔% of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) 66⅔% of the votes cast by Securityholders, voting together as a single class, present in person (virtually) or represented by proxy at the Meeting.

The Board, based on its considerations and investigations, including a thorough review of the arrangement agreement dated December 19, 2021, between the Company and the Purchaser (the "Arrangement Agreement"), the fairness opinion of BMO Nesbitt Burns Inc. ("BMO Capital Markets") (which such opinion is to the effect that, as of the date of the Arrangement Agreement and subject to the assumptions, limitations and qualifications therein, the Consideration to be received by the Shareholders is fair, from a financial point of view, to the Shareholders) and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors and having received and reviewed the report of the Special Committee and its own deliberations has (subject to a director declaring his interest and abstaining from voting on the matter) unanimously determined that the Arrangement is fair to the Shareholders, that the Arrangement, and the entering into of the Arrangement Agreement, are in the best interests of the Company, and has unanimously approved the Arrangement and recommends that the Securityholders vote FOR the Arrangement. In making their recommendations, the Board considered a number of factors as described in the Circular under the heading "The Arrangement - Reasons for the Arrangement".

Each of the directors and senior officers of the Company, as well as certain significant Shareholders, have entered into a voting and support agreement with the Purchaser pursuant to which they have agreed to, among other things, vote, or cause to be voted, all of the securities of the Company held or controlled by them in favour of the Arrangement Resolution. Shareholders holding approximately 42% of the outstanding Josemaria Shares and 73.50% of the outstanding Josemaria Options have entered into voting and support agreements with the Purchaser.

If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about April 28, 2022, subject to obtaining Court approval and certain regulatory approvals, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF JOSEMARIA SHARES AND/OR JOSEMARIA OPTIONS YOU OWN.

The close of business (Vancouver time) on March 10, 2022 is the record date ("Record Date") for the determination of Securityholders that will be entitled to receive notice of and vote at the Meeting, and any adjournment or postponement of the Meeting.

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Non-registered Shareholders who have not duly appointed themselves as proxyholder may, at the discretion of the chair of the Meeting, be able to attend the Meeting as guests, but will not be able to vote at the Meeting.

Securityholders are requested to read the enclosed Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the proxy form or voting instruction form ("VIF"), as applicable. Registered Shareholders ("Registered Shareholders") and Optionholders may vote by mail or on the internet. Pursuant to the interim order of the Supreme Court of British Columbia dated March 10, 2022 (the "Interim Order"), proxies, to be used at the Meeting, must be received by Computershare Investor Services Inc. by no later than 10:00 am (Vancouver time) on April 19, 2022 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays). To vote online atwww.investorvote.com, you will need to enter your 15-digit control number (located on the bottom left corner of the first page of the form of proxy) to identify yourself as a Registered Shareholder or Optionholder on the voting website. Alternatively, a proxy can be submitted to Computershare Investor Services Inc. either by mail or courier, to 100 University Ave, 8th Floor Toronto, Ontario M5J 2Y1. If a Registered Shareholder or an Optionholder receives more than one proxy form because such Shareholder or Optionholder owns securities of the Company registered in different names or addresses, each proxy form needs to be completed and returned or voted online.

If your Josemaria Shares are not registered in your name but are held through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, please complete and return the request for form of proxy or VIF in accordance with the instructions provided to you by your broker or such other intermediary. In such instance, the Shareholder will receive the Cash Consideration and/or Share Consideration (together with the applicable Share Consideration Cash Payment) through the intermediary.

Out of an abundance of caution and to continue to deal with the unprecedented health impact of coronavirus disease ("COVID-19") and mitigate risks to the health and safety or our communities, Securityholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Securityholders will have an equal opportunity to participate at the Meeting virtually regardless of their geographic location. We strongly urge you to vote by proxy in advance of the Meeting and to listen to the Meeting online. Registered Shareholders, Optionholders or proxyholders representing Registered Shareholders or Optionholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. The Meeting will be held in a virtual only format, which will be conducted via a live audio webcast at meetnow.global/MG2RP2J.

A Securityholder who wishes to appoint a person other than the management nominees identified on the form of proxy or VIF, as applicable, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or VIF, as applicable, and following the instructions for submitting such form of proxy or VIF, as applicable. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy (or proxies) or VIF. If you wish that a person other than the management nominees identified on the form of proxy or VIF attend and participate at the Meeting as your proxy and vote your securities, including if you are not a registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST (1) submit your form of proxy (or proxies) or VIF, as applicable, AND (2) thereafter, register such proxyholder, all in accordance with the instructions set out in the Circular. If submitting a proxy, or appointing a person other than the management nominees identified, you must return your proxy in accordance with the instructions set out in the Circular and also go tohttp://www.computershare.com/Josemariaand provide Computershare with the name and email address of the person you are appointing by 10:00 a.m. (Vancouver Time) on April 19, 2022. Computershare will use this information only to provide the appointee with an invite code to gain entry to the online Meeting.

Registered Shareholders and Optionholders of record and proxyholders representing Registered Shareholders or Optionholders participating in the Meeting will be able to access the Meeting through a live audio webcast, which requires internet connectivity, and they may not be able to vote in person at the Meeting without a video stream, as the Company's scrutineer must take steps to verify the identity of Registered Shareholder or Optionholder or proxyholders representing Registered Shareholders or Optionholders using the video features.

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If you are a Registered Shareholder (other than Dissenting Shareholders (as defined in the Circular)), in order to make your election to receive the Cash Consideration or the Share Consideration subject to pro-ration and adjustment in accordance with the Arrangement Agreement, you must submit the enclosed letter of transmittal (the "Letter of Transmittal"), including the certificates or direct registration system advices ("DRS Advices") representing the Josemaria Shares to Computershare Investor Services Inc. (the "Depositary").

You must submit your Letter of Transmittal by 4:30 p.m. (Vancouver time) at the place of deposit with the Depositary (the "Election Deadline") on April 19, 2022 (the "Election Date"), or if you hold Josemaria Shares through Euroclear Sweden ("Euroclear Holders"), the Election Deadline is April 13, 2022 (see "Shareholders Through Euroclear Sweden" and "The Arrangement - Exchange of Josemaria Resources Securities - Elections and Procedure" in the accompanying Circular for more information relating to Euroclear Holders). If after the Letter of Transmittal has been mailed, the Company and the Purchaser determine that the Effective Date is not reasonably likely to occur by the tenth Business Day after the initial Election Date, a new Election Date will be determined which the Company and the Purchaser expect to be not more than ten Business Days before the Effective Date. If a new Election Date is determined, at least five days notice of the new Election Date will be published (in The Globe and Mail, national edition, or any other English language daily newspaper of general circulation in Canada). To make a valid election as to the Consideration that you wish to receive under the Arrangement (subject to pro-ration), you must sign and return a Letter of Transmittal and return it with accompanying Josemaria Share certificate(s) or DRS Advice(s), if applicable, to the Depositary prior to the Election Deadline. If you are a Euroclear Holder, please see "Shareholders Through Euroclear Sweden" and "The Arrangement - Exchange of Josemaria Resources Securities - Elections and Procedure" in the accompanying Circular for information relating to the Euroclear election deadline applicable to you.

Please refer to the enclosed Circular and the Letter of Transmittal for additional information. The determination of the Depositary as to whether elections have been properly made or revoked and when elections and revocations were received by it will be binding. SHAREHOLDERS WHO DO NOT MAKE A SPECIFIC ELECTION PRIOR TO THE ELECTION DEADLINE, OR FOR WHOM THE DEPOSITARY DETERMINES THAT THEIR ELECTION WAS NOT PROPERLY MADE WITH RESPECT TO ANY JOSEMARIA SHARES, WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE SHARE CONSIDERATION (TOGETHER WITH THE APPLICABLE SHARE CONSIDERATION CASH PAYMENT) IN RESPECT OF EACH JOSEMARIA SHARE, SUBJECT TO PRO-RATION.

Shareholders whose Josemaria Shares are registered in the name of a broker, investment dealer or other intermediary should contact that broker, investment dealer or other intermediary for instructions and assistance in delivery of the share certificate(s) or DRS Advice(s), representing those Josemaria Shares and making an election with respect to the form of Consideration they wish to receive. If you are a Registered Shareholder, we encourage you to complete, sign, date and return the enclosed Letter of Transmittal in accordance with the instructions set out therein and in the Circular, together with your share certificate(s) or DRS Advice(s) representing your Josemaria Shares to the Depositary at the address specified in the Letter of Transmittal.

If you have any questions or need additional information, you should consult your financial, legal, tax or other professional advisor.

On behalf of the Company, I thank all Securityholders for their continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Sincerely,

/s/ "Adam I. Lundin"

Adam I. Lundin

President, Chief Executive Officer and Director

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