Copper Giant Resources Corp. — Capital/Financing Update 2021

Mar 2, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 – NAME AND ADDRESS OF COMPANY

Libero Copper & Gold Corporation (the “ Company ”) 905-1111 W. Hastings Street Vancouver, B.C., V6E 2J3

ITEM 2 – DATE OF MATERIAL CHANGE

February 22, 2021

ITEM 3 – NEWS RELEASE

A news release announcing this material change was disseminated on February 23, 2021 and a copy has been filed under the Company’s profile on SEDAR.

ITEM 4 – SUMMARY OF MATERIAL CHANGE

LIBERO CLOSES $7 MILLION PRIVATE PLACEMENT

ITEM 5 – FULL DESCRIPTION OF MATERIAL CHANGE

Vancouver, British Columbia, February 23, 2021 – Libero Copper & Gold Corporation (TSXV:LBC, OTCQB:LBCMF, DE:29H) is pleased to announce that the non-brokered private placement announced on February 3, 2021 and upsized on February 9, 2021 (the “Offering”) was closed on February 22, 2021. The Offering consists of 6,000,000 Units (“Unit”) at a price of $0.50 per Unit (the “NFT Offering”) and 7,272,726 Units at a price of $0.55 per Common Share (the “FT Offering”) for gross aggregate proceeds of $7,000,000. Eventus Capital Corp. acted as a finder in connection with the Offering.

“Libero has just 43 million shares outstanding, great liquidity, a strengthened management team and board, and four significant porphyry copper projects with three fully funded drill programs,” comments Ian Harris, Chief Executive Officer. “With the copper price over $4 per pound, 2021 is going to be an exciting year for Libero Copper.”

Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, “Warrant”). Each Warrant shall be exercisable to acquire one Common Share (“Warrant Share”) at a price of $0.75 per Warrant Share until February 22, 2023. If the closing price of the Common Shares is at a price equal to or greater than $1 for a period of 10 consecutive trading days, Libero will have the right to accelerate the expiry date of the Warrants by giving notice via a new release to the holders of the Warrants that the Warrants will expire on the date that is 30 days after the issuance of a said news release.

Common Shares issued under the FT Offering qualify as ‘flow-through shares’ (“Flow-Through Shares”). The gross proceeds from the FT Offering will be used to incur ‘Canadian exploration expenses’ that will

qualify as ‘flow-through mining expenditures’ as those terms are defined in the Income Tax Act which will be renounced to the initial purchasers of the Flow-Through Shares.

The net proceeds will be used for drilling the Big Red, Big Bulk, and Esperanza porphyry copper projects and general working capital purposes. A Finder’s Fee of 6% was paid in cash or Units on a portion of the Offering. Securities issued in the Offering are subject to a statutory hold period expiring on June 23, 2021

About Libero Copper & Gold

Libero is acquiring high-quality copper deposits with significant resources but without any fatal flaws or significant holding costs and exceptional copper and gold exploration properties in the Americas. These assets are being advanced and de-risked by a seasoned team to minimize dilution and maximize shareholder value. The portfolio currently includes the Big Red exploration project in Canada, the Tomichi deposit in the United States and the Mocoa deposit in Colombia which both contain large inferred mineral resources. In total the properties contain 7.9 billion pounds of copper and 1.1 billion pounds of molybdenum.

ITEM 6 – RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

None.

ITEM 7 – OMITTED INFORMATION

Not applicable.

ITEM 8 – EXECUTIVE OFFICER

The following executive officer of the Company is knowledgeable about the material change and this Report:

Ian Slater, Chief Executive Officer – Telephone: (604) 638-2545

ITEM 9 – DATE OF REPORT

This Material Change Report is dated as of March 1, 2021.