Copper Giant Resources Corp. — Management Reports 2020

Apr 28, 2020

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

INTRODUCTION

This management’s discussion and analysis (“MD&A”) focuses on significant factors that affected Libero Copper & Gold Corporation (“Libero” or the “Company”) during the year ended December 31, 2019 and to the date of this report. This MD&A supplements but does not form part of the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2019. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019, and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts presented in this MD&A are in Canadian dollars unless otherwise indicated.

Additional information related to Libero is available on SEDAR at www.sedar.com and on the Company’s website at www.liberocopper.com .

This MD&A contains information up to and including April 28, 2020.

FORWARD-LOOKING INFORMATION

Certain statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. For more information on forward-looking information, please refer to page 17 of this MD&A.

COMPANY OVERVIEW

The Company was incorporated under the Business Corporations Act (British Columbia) on June 5, 2008. The Company name was changed to Libero Copper & Gold Corporation on September 16, 2019. The Company is listed on the TSX Venture Exchange (“Exchange”) as a Tier 2 Mining Company under the symbol “LBC” and on the OTCQB market under the symbol “LBCMF”. The Company is engaged in the acquisition and exploration of mineral properties.

QUALIFIED PERSONS

The technical information contained in this MD&A has been reviewed and approved by Libero’s Executive Vice President of Exploration, Leo Hathaway P.Geo., who is a Qualified Person, as defined under NI 43-101.

COMPANY DEVELOPMENTS AND OUTLOOK

The Company holds a collection of porphyry deposits in the Americas in prolific but stable jurisdictions. The portfolio includes both exploration properties such as Big Red, a new gold discovery in the Golden Triangle, Canada, and high-quality deposits with significant resources but without any fatal flaws or significant holding costs. The Tomichi deposit in the United States and the Mocoa deposit in Colombia, both contain large inferred mineral resources. In total, the Mocoa and Tomichi properties contain 7.9 billion pounds of copper and 1.1 billion pounds of molybdenum. These assets are being advanced by a highly disciplined and seasoned professional team with successful track records of discovery, resource development, and permitting in the Americas.

Page 2 of 17

LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

COMPANY DEVELOPMENTS AND OUTLOOK (CONTINUED)

The initial work program at Big Red was completed in October. The work program included reconnaissance prospecting over a large area, continuous rock chip samples from mineralized outcrop, diamond drilling and a ZTEM electromagnetic airborne survey. A five-year area-based exploration permit for geophysics and drilling was received in September. An initial drill program at the Ridge target is planned for the 2020 field season.

Libero received confirmation from the Colombian government that there is no indigenous presence within Mocoa’s area of influence. As a result, Libero does not have to go through the previous consultation process prior to drilling. An initial 13-hole, 8,500 metre drill program is planned for Mocoa. The objectives of the program are to test east and west lateral extensions of the drill delineated mineralization, down-plunge continuation of the deeper, higher grade zone and an adjacent copper in soils geochemical anomaly. The copper geochemical anomaly is located 500 metres to the east with a similar scale and grade as the anomaly at the Mocoa deposit.

MINERAL PROPERTIES

Mocoa Porphyry Copper-Molybdenum Deposit

In June 2018, the Company acquired 100% of the Mocoa porphyry copper-molybdenum deposit (“Mocoa”) in Colombia from B2Gold Corp. (“B2Gold”) in return for issuance of 10,400,000 common shares and a 2% net smelter return royalty on the project. The Company has retained a right of first refusal on any sale of the royalty.

The Mocoa property is located 10 kilometres from the town of Mocoa, near the Ecuador border, in the Eastern Cordillera of Colombia. The Eastern Cordillera is a 30-kilometre-wide tectonic belt underlain by volcanosedimentary, sedimentary and intrusive rocks that range in age from Triassic-Jurassic to Quaternary, and by remnants of Paleozoic metasediments and metamorphic rocks of Precambrian age. This belt hosts several other porphyry-copper deposits, such as Mirador, San Carlos, Panantza, and Warintza, located in Ecuador.

Copper-molybdenum mineralization is associated with a dacite porphyry intrusion of Middle Jurassic age emplaced into andesitic and dacitic volcanics. The Mocoa porphyry system exhibits a classical zonal pattern of hydrothermal alteration and mineralization, with a deeper central core of potassic alteration overlain by sericitization and surrounded by propylitization. Mineralization consists of disseminated chalcopyrite, molybdenite and local bornite associated with multiphase veins, stockworks and hydrothermal breccias. The Mocoa deposit forms a continuous zone of copper and molybdenum mineralization over an area measuring approximately 1,200 metres by 1,400 metres and extending to depths of more than 1,000 metres below surface.

Mocoa was discovered in 1973 by the predecessor of the El Servicio Geológico Colombiano. Between 1978 and 1983, 18,321 metres of diamond drilling in 31 holes were completed. In 2008 and 2012, B2 Gold completed 5,123 metres in 9 holes, and 1,768 metres in 3 holes, respectively.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

MINERAL PROPERTIES (CONTINUED)

Mocoa Porphyry Copper-Molybdenum Deposit (continued)

The resource estimate for Mocoa consists of an Inferred mineral resource of 636 million tonnes at a grade of 0.45% copper equivalent containing 4.6 billion pounds of copper and 511 million pounds of molybdenum. Table 1 shows the sensitivity of the resource, listed at a variety of cut-off grades for comparison purposes, contained inside a resource limiting pit shell that has been generated based on a copper price of US $3/lb and a molybdenum price of US $10/lb. The base case resource assumes a cut-off grade of 0.25% copper equivalent.

Table 1: Sensitivity of Inferred Mineral Resource at Mocoa

Cut-off *(CuEq%) **	Million Tonnes	CuEq (%)*	Copper (%)	Molybdenum (%)	Contained Metal	Contained Metal	Contained Metal
					CuEq* (Blbs)	Copper (Blbs)	Molybdenum (Mlbs)
0.15	721	0.42	0.31	0.035	6.68	4.85	550
0.20	683	0.43	0.32	0.035	6.54	4.77	530
0.25	636	0.45	0.33	0.036	6.31	4.60	511
0.30	553	0.48	0.35	0.039	5.81	4.24	470
0.35	433	0.52	0.38	0.042	4.96	3.62	405
0.40	330	0.57	0.41	0.047	4.12	2.99	342
0.45	259	0.61	0.44	0.051	3.47	2.50	293
0.50	201	0.65	0.46	0.056	2.87	2.04	248
0.55	148	0.69	0.49	0.061	2.26	1.60	200
0.60	106	0.74	0.52	0.067	1.73	1.21	156

*CuEq% is based on US$3/lb. Cu, US$10/lb. Mo

For further details, refer to press release dated May 9, 2018 and technical report entitled “NI 43-101 Technical Report for the Mocoa Copper-Molybdenum Project, Colombia”, dated effective October 6, 2016, and authored by Michel Rowland Brepsant, FAusIMM, Robert Sim, P.Geo., and Bruce Davis, FAusIMM, all independent “qualified persons” as defined by Canadian Securities Administrators National Instrument 43-101 (“NI-43101”) , which are both available on www.sedar.com.

Tomichi Porphyry Copper-Molybdenum Deposit

In December 2016, the Company entered into an option agreement to purchase the Tomichi porphyry coppermolybdenum deposit (“Tomichi”) in Colorado and incurred a total of $329,683 of acquisition costs as at December 31, 2019. The Company has a five-year option until December 16, 2021 to acquire 100% of Tomichi for an exercise price of US $4.1 million (the “Exercise Price”). The Company must make the following option payments in order to maintain rights under the option agreement:

• US $7,500 on December 16, 2016 (paid) ;

• US $40,000 on January 16, 2017 (paid) ;

• US $60,000 on December 16, 2017 (paid) ;

• US $80,000 on December 16, 2018 (paid) ;

• US $25,000 on December 16, 2019 (paid) ; and

• US $150,000 on December 16, 2020.

Option payments made to maintain the option are not credited against the Exercise Price, however, at any time the option may be exercised early by paying the Exercise Price with no further option payments required.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

MINERAL PROPERTIES (CONTINUED)

Tomichi Porphyry Copper-Molybdenum Deposit (continued)

Tomichi is located on the southern edge of the Sawatch Range in the Tomichi Mining District, Gunnison County, Southwestern Colorado and consists of 49 unpatented lode mining claims with a total area of 409 hectares located on US Department of Agriculture Forest Service land.

Mineralization at Tomichi is a typical porphyry deposit characterized by disseminated and fracture controlled molybdenite and chalcopyrite hosted by a mid-Tertiary, potassic altered, intrusive system dominated by a porphyritic quartz monzonite. The mineralized porphyry is exposed at surface on top of Copper Hill. Diamond drilling has intersected copper-molybdenum mineralization over a surface area in excess of 1,500 metres by 800 metres, to a depth of at least 600 metres and remains open to the north, east and at depth.

Tomichi was initially worked on in the 1950’s by Climax Molybdenum Co. and in the 1980’s by Molycorp Inc. The only drilling that has been carried out since then were five diamond holes in 2012. In total 52 diamond core drill holes were completed comprising 16,612 metres of drilling.

The resource estimate for Tomichi consists of an Inferred mineral resource of 711 million tonnes at a grade of 0.33% copper equivalent containing 3.3 billion pounds of copper, 555 million pounds of molybdenum, 393 thousand ounces of gold, 46 million ounces of silver and 339 thousand pounds of rhenium. Table 1 shows the sensitivity of the resource, listed at a variety of cut-off grades for comparison purposes, contained inside a resource limiting pit shell that has been generated based on a copper price of US $3/lb and a molybdenum price of US $10/lb. The base case resource assumes a cut-off grade of 0.25% copper equivalent. The copper equivalent number only includes molybdenum and excludes gold, silver and rhenium as older drill holes were not assayed for those minerals.

Table 1: Sensitivity of Inferred Mineral Resources to Cut-off Grade

Cut-off CuEq%*	Million tonnes			Average Grade	Average Grade				Contained Metal	Contained Metal	Contained Metal
		CuEq (%)*	Cu (%)	Mo (%)	Au (g/t)	Ag (g/t)	Re (g/t)	Cu (Blbs)	Mo (Mlbs)	Au (koz)	Ag (Moz)	Re (klbs)
0.1	1,002	0.29	0.19	0.031	0.015	1.8	0.193	4.17	689	493	57.2	426
0.15	990	0.30	0.19	0.032	0.015	1.8	0.194	4.15	687	490	56.9	423
0.2	906	0.31	0.20	0.033	0.016	1.8	0.202	3.93	655	460	53.7	402
0.25	711	0.33	0.21	0.035	0.017	2.0	0.216	3.31	555	393	45.6	339
0.3	480	0.36	0.23	0.039	0.019	2.1	0.231	2.42	412	287	33.2	244
0.35	264	0.39	0.25	0.043	0.020	2.3	0.247	1.43	249	168	19.8	144

*CuEq% is based on US$3/lb. Cu, US$10/lb. Mo

For further details, refer to press release dated June 1, 2017, and technical report entitled “NI 43-101 Updated Technical Report for the Tomichi Copper-Molybdenum Project Gunnison County, Colorado”, dated effective March 1, 2017, and authored by Paul D. Gray and Robert C. Sim, both of Gault Group, LLC, who are both independent “qualified persons” as defined by NI 43-101, which are both available on www.sedar.com.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

MINERAL PROPERTIES (CONTINUED)

Big Red Porphyry Gold-Copper Property

In February 2019, the Company closed an option agreement to acquire 100% of the Big Red porphyry gold-copper property in the Golden Triangle in British Columbia, Canada (“Big Red”), and incurred a total of $78,080 of acquisition costs as at December 31, 2019. The Company, at its option, may acquire 100% of Big Red in return for the issuance of 2,000,000 common shares of the Company and cash payments of $440,000 over four years (the “Option”) as follows:

• $20,000 and 100,000 common shares on January 25, 2019 (paid and issued, respectively) ;

• $30,000 and 200,000 common shares on January 25, 2020 (paid and issued, respectively, subsequent to yearend) ;

• $40,000 and 300,000 common shares on January 25, 2021;

• $50,000 and 400,000 common shares on January 25, 2022; and

• $300,000 and 1,000,000 common shares on January 25, 2023.

The vendors have retained a 1% net smelter return royalty, 0.5% of which may be repurchased by the Company at any time for $10 million.

Big Red comprises 20 contiguous claims totalling 26,000 hectares in northwestern British Columbia, 45 kilometres southwest of Telegraph Creek. Big Red lies within the Golden Triangle 70 kilometres north of Galore Creek and 80 kilometres west of GT Gold’s Saddle discovery. Big Red is located 18 kilometres from paved highway with dirt roads extending to the claim block.

The Golden Triangle is a geological province of prodigious gold and copper mineralisation and host to some of Canada’s most famous mines, including Premier, Red Chris, Snip, Brucejack and Eskay Creek. Within the Golden Triangle porphyry copper and gold, epithermal gold and silver and volcanogenic massive sulfide styles of mineralisation have all been recognised. At Big Red all three of these styles exist, indicating that a large mineralised system has been preserved from erosion. The primary porphyry gold-copper targets are peripheral to a distinct large magnetic-high feature that coincides with a radiometric potassium anomaly, copper, gold and molybdenum anomalies and a mapped Jurassic aged porphyry intrusion.

Location, description, and assay data for 1,714 rock chip and 1,957 soil samples were digitized from 35 assessment reports for the area dating back to 1963. The compilation provided a geochemical coverage of the property never attained by previous operators. Of particular note is the new Ridge target located to the south of the primary porphyry target. Surface exploration work by Libero during the 2019 field season collected 892 surface samples (news release dated January 14, 2020). Libero’s sampling and analysis confirmed coincident multi-element (gold, silver and copper) geochemical anomalies over a kilometer in diameter and a significant conductivity high at Ridge.

Exploration

The following is a summary of the Mocoa, Tomichi, and Big Red exploration expenses for the year ended December 31, 2019 and 2018:

For theyear ended December 31, 2019	Mocoa Tomichi Big Red	Total
Drilling Geochemical and mapping Technical and geological consulting Field and camp Geophysics License and permits Legal and office administration Travel Total exploration expenses	$ - $ - $ 917,789 - - 474,041 246,850 13,203 108,259 61,018 26,295 75,437 - - 157,636 82,401 10,110 11,000 37,853 - 591 24,950 - 7,284	$ 917,789 474,041 368,312 162,750 157,636 103,511 38,444 32,234
	$ 453,072$ 49,608 $ 1,752,037	$ 2,254,717

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

MINERAL PROPERTIES (CONTINUED)

Exploration (continued):

For theyear ended December 31, 2018		Mocoa	Tomichi		Big Red			Total
Technical and geological consulting	$	2,250 $	24,237	$		-	$	26,487
Field and camp		10,573	21,703			-		32,276
License and permits		5,746	9,893			-		15,639
Legal and office administration		18,887	-			-		18,887
Travel		2,911	-			-		2,911
Depreciation		347	-			-		347
Total exploration expenses	$	40,714$	55,833	$		-	$	96,547

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2019 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 2018

The Company reported a net loss of $1,158,618 for the three months ended December 31, 2019, compared to a net loss of $173,437 for the three months ended December 31, 2018.

Following is an analysis of the significant items and variances between the three months ended December 31, 2019 and 2018:

For the three months ended	December 31, 2019	December 31, 2018
Exploration	1,124,390	41,779	Exploration commenced at
			Big Red and Mocoa. Refer to
			breakdown of exploration
			costs in mineral properties
			section.
Investor relations	172,736	18,551	Increase due to
			expanded investor relations
			activity.
Share-based compensation	122,545	63,036	Increase due to the grant of
			stock options.
General and administration	122,366	6,310	Increase due to a higher
			level of activity.
Salaries and benefits	68,958	-	Increase due to the payment
			of salaries to new
			employees as a result of a
			higher level of activity.
Depreciation	18,528	-	Increase due to adoption of
			IFRS 16 Leases as of January
			1, 2019 and depreciation of
			a right-of-use asset.
Deferred income tax recovery	(509,524)	-	Deferred income tax
			recovery due to incurred
			flow‐through expenditure

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

RESULTS OF OPERATIONS (CONTINUED)

YEAR ENDED DECEMBER 31, 2019 COMPARED TO THE YEAR ENDED DECEMBER 31, 2018

The Company reported a net loss of $3,618,874 for the year ended December 31, 2019, compared to a net loss of $350,299 for the year ended December 31, 2018.

Following is an analysis of the significant items and variances between the year ended December 31, 2019 and 2018:

For theyear ended	December 31, 2019	December 31, 2018
Exploration	2,254,717	96,547	Exploration commenced at
			Big Red and Mocoa. Refer to
			breakdown of exploration
			costs in mineral properties
			section.
General and administration	475,585	26,631	Increase due to a higher
			level of activity.
Share-based compensation	475,499	73,749	Increase due to the grant of
			stock options.
Investor relations	411,421	47,646	Increase due to
			expanded investor relations
			activity.
Salaries and benefits	273,401	-	Increase due to the payment
			of salaries to new
			employees as a result of a
			higher level of activity.
Professional fees	114,171	72,464	Increase in audit, tax and
			consulting fees as a result of
			a higher level of corporate
			activities
Depreciation	58,872	-	Increase due to adoption of
			IFRS 16 Leases as of January
			1, 2019 and depreciation of
			a right-of-use asset.
Project evaluations	14,659	-	Increase due to the
			evaluation of a potential
			newproject.
Interest and other expense	15,726	(4,163)	Increase due to adoption of
(income)			IFRS 16 Leases as of January
			1,2019.
Deferred income tax recovery	(509,524)	-	Deferred income tax
			recovery due to incurred
			flow‐through expenditure

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

SELECT ANNUAL INFORMATION

The following table provides select annual information:

The following table provides select	annual information:
	For the year ended	For the year ended	For the year ended
	December 31, 2019	December 31, 2018	December 31, 2017
Net loss	$ 3,618,874	$ 350,299	$ 495,387
Basic and diluted loss per share(1)	0.05	0.01	0.01
Total assets	2,180,692	1,858,683	738,819
Total non-current assets	1,679,797	1,235,722	182,633

(1) Basic/Diluted (loss) per share has been adjusted to reflect a 2 for 1 common share consolidation that occurred on February 4, 2016.

The Company does not have any revenue. Net loss decreased in 2018 compared to 2017 primarily due to a decrease in exploration expenditures at Tomichi, partially offset by an increase in expenditures as a result of the Mocoa acquisition on June 15, 2018. Net loss increased in 2019 compared to 2018 due to an increase in exploration expenditures at Big Red and Mocoa.

Total assets have increased in 2018 compared with 2017 primarily as a result of the acquisition of Mocoa and the capitalization of Tomichi option payments. Total assets have increased in 2019 compared with 2018 primarily as a result of acquisition costs incurred for Big Red and adoption of IFRS 16 Leases as of January 1, 2019.

SUMMARY OF QUARTERLY RESULTS

Following is a summary of quarterly results for the eight most recently completed quarters. These results are taken from the interim consolidated financial statements of the Company, which are prepared in accordance with IFRS applicable to interim financial statements.

For the three
months ended:	December 31, 2019	September 30, 2019	June 30, 2019	March 31, 2019
Net loss	$ 1,158,618	$ 1,322,859	$ 670,607	$ 466,790
Basic and diluted
lossper share	0.01	0.02	0.01	0.01
For the three
months ended:	December 31, 2018	September 30, 2018	June 30, 2018	March 31, 2018
Net loss	$ 173,437	$ 84,591	$ 51,362	$ 40,909
Basic and diluted
lossper share	0.003	0.002	0.001	0.001

The analysis provided in the Results of Operations section above provides information regarding the movements during the three months ended December 31, 2019, compared with the three months ended December 31, 2018. During the three months ended December 31, 2019, net loss increased compared to the three months ended December 31, 2018 due to increased exploration activities at Big Red and Mocoa. During the three months ended September 30, 2019, the Company started incurring exploration expenses on the Big Red property, including soil sampling, rock chip sampling, geological mapping, geophysics and surface drilling.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

LIQUIDITY AND CAPITAL RESOURCES

As at		December 31, 2019	December 31, 2018	December 31, 2018		December 31, 2017
Working capital	$	298,977	$	516,930	$	524,373
Total assets		2,180,692		1,858,683		738,819
Total liabilities		416,945		106,031		31,813
Share capital		9,406,458		7,353,000		6,030,804
Contributed surplus		2,008,078		431,567		357,818
Deficit		(9,650,789)		(6,031,915)		(5,681,616)

The Company had cash and cash equivalents of $302,304 as at December 31, 2019 (December 31, 2018: $416,844) and working capital of $298,977 (December 31, 2018: $516,930).

At present, the Company has no operations that generate cash flow and its financial success is dependent on the Company’s ability to successfully acquire mineral properties and develop economically viable mineral deposits, and to raise required funding through future equity issuances, asset sales, or a combination thereof.

The Company relies on equity financings and the exercise of options and warrants to fund its mineral property acquisitions, exploration activities, and its general and administrative expenses. During the year ended December 31, 2019, the Company closed a non-brokered private placement for aggregate gross proceeds of $3,700,000.

Many factors influence the Company’s ability to raise funds, including the health of global commodity prices, the climate for mineral exploration investment, the Company’s track record, and the experience and quality of its management team. Actual funding requirements may vary from those expected due to a number of factors, including the progress of exploration activities.

There is no guarantee that the Company will be able to secure additional financing in the future at terms that are favourable. Refer to note 1 – Nature of Operations and Going Concern of the Company’s audited consolidated financial statements for the year ended December 31, 2019. To date, the Company has not used debt or other means of financing to further its exploration programs, and the Company has no plans to use debt financing at the present time.

OUTSTANDING SHARE DATA

Common shares

As at December 31, 2019, the Company had 93,261,392 common shares issued and outstanding (December 31, 2018: 61,256,631). As at the date of this MD&A, the Company had 97,961,392 common shares issued and outstanding.

Warrants

As at December 31, 2019, and as at the date of this MD&A, the Company had 34,250,000 warrants outstanding.

Options

As at December 31, 2019, the Company had 8,650,000 share purchase options outstanding. As at the date of this MD&A, the Company had 8,500,000 share purchase options outstanding.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

TRANSACTIONS WITH RELATED PARTIES

Key management, directors, and officers received the following salaries and benefits during the year ended December 31, 2019 and 2018:

For theyear ended	December 31, 2019 December 31, 2018
Share-based compensation Employee salaries and benefits	$ 332,086 $ 51,799 361,601 -
	$ 693,687 $ 51,799

The following table provides the total amount of transactions, which have been entered into by the Company with related parties during the year ended December 31, 2019 and 2018:

For theyear ended		December 31, 2019		December 31, 2018
Purchases:
Costs recharged from a company controlled by
director Ian Slater	$	400,000	$	12,000
Legal fees to Farris, Vaughan, Wills & Murphy LLP
in which director Jay Sujir is a partner	$	30,189	$	67,259
Amounts owed to:
Farris, Vaughan, Wills & Murphy LLP
in which director Jay Sujir is a partner	$	13,567	$	11,900

Related party transactions are measured at the amounts agreed upon by the parties

FINANCIAL INSTRUMENTS

Refer to note 16 of the Company’s audited consolidated financial statements for the year ended December 31, 2019, for disclosure regarding the Company’s financial instruments. The Company’s cash and cash equivalents and amounts receivable are financial assets at amortized cost and accounts payable and accrued liabilities are financial liabilities at amortized cost.

Fair value

Management assessed that the fair values of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities approximate their carrying amounts, largely due to the short-term maturities of these instruments. The Company currently has no financial instruments measured at fair value.

Credit risk

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to fulfil its contractual obligations. The Company’s credit risk is attributable to its liquid financial assets including cash and cash equivalents and receivables.

The Company is exposed to credit risk with respect to its cash and cash equivalents. All cash and cash equivalents are on deposit with major Canadian or Colombian financial institutions.

The risk arises from the non-performance of counterparties of contractual financial obligations. The Company manages credit risk by purchasing highly liquid, short-term investment-grade securities held at major financial institutions.

The Company’s concentration of credit risk arises from its cash and cash equivalents and as at December 31, 2019, the maximum exposure thereto is $302,304 (December 31, 2018: $416,844).

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate risk

The Company is not exposed to significant interest rate risk.

Foreign currency risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company has not entered into any foreign currency contracts to mitigate this risk.

The Company’s currency risk is presently limited to cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities of the parent entity that are denominated in US dollars (“USD”) and of the subsidiaries that are denominated in Colombian peso (“COP”).

The Company also has transactional currency exposures such as the Tomichi option agreement payments and various working capital requirements for the Mocoa deposit. Such exposures arise from purchases in currencies other than Canadian dollars, typically the USD and the COP. The Company manages this risk by matching receipts and payments in the same currency and monitoring the movements in foreign currency.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company anticipates that there is sufficient capital and liquidity to meet liabilities when due.

During the year ended December 31, 2019, the Company closed a non-brokered private placement for aggregate gross proceeds of $3,700,000. There is no guarantee that the Company will be able to secure additional financing in the future at terms that are favourable. Refer to note 1 – Nature of Operations and Going Concern of the Company’s audited consolidated financial statements for the year ended December 31, 2019.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Company has to make cash payments in order to meet the terms of the option agreements entered into to purchase Tomichi and Big Red as described in note 5 of the audited consolidated financial statements for the year ended December 31, 2019 and in the “Mineral Properties” section of this MD&A.

The Company has a number of short-term leases relating to offices and core warehouses. The following is a summary of the commitments:

summary of the commitments:
	Less than 1year 1 - 5years More than 5years Total
Office and warehouse leases Other	$ 80,308 $ 173,416 $ -$253,724 157,668 668 - 158,336
	$237,976 $174,084 $- $412,060

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

CONTINGENCIES

The Company may be subject to various contingent liabilities that occur in the normal course of operations. The Company is not aware of any pending or threatened proceedings that would have a material adverse effect on the consolidated financial condition or future results of the Company.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The accounting estimates and judgments considered to be significant to the Company include the carrying values of mineral properties.

Management reviews the carrying values of its mineral properties every quarter, or when an impairment indicator exists, to determine whether an impairment should be recognized. In making its assessment, management considers, among other things, exploration results to date and future exploration plans for a particular property. Capitalized costs in respect of the Company’s mineral properties amounted to $1,338,870 as at December 31, 2019. These costs may ultimately prove not to be recoverable and there is a risk that these costs may be written down in future periods.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The Company has adopted the requirements of IFRS 16 Leases (“IFRS 16") as of January 1, 2019. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize right of use assets and liabilities for leases. The Company elected to apply IFRS 16 using a modified retrospective approach; therefore, the comparative information has not been restated and continues to be reported under IAS 17, Leases. The details of the new accounting policy and the impact of the policy change are described in note 3(f) of the audited consolidated financial statements for year ended December 31, 2019.

RISKS AND UNCERTAINTIES

The Company is in the business of acquiring, exploring and developing mineral properties. It is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subject to variations in commodity prices, market sentiment, exchange rates for currency, inflation and other risks. The Company currently has no source of revenue other than interest income. The Company will rely mainly on equity financing to fund acquisitions and its other activities. The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties below are not inclusive of all the risks and uncertainties the Company may be subject to and other risks may exist.

Risks Associated with Potential Acquisitions

The Company is actively evaluating opportunities to acquire mining assets and businesses. These acquisitions may be material in size, may change the scale of the Company’s business and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition targets, acquire them on acceptable terms and integrate their operations successfully with those of the Company.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

RISKS AND UNCERTAINTIES (CONTINUED)

Risks Associated with Potential Acquisitions (continued)

Any acquisitions would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to maximize the financial and strategic position of the Company through the successful incorporation of acquired assets and businesses; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential unknown liabilities associated with acquired assets and businesses, including environmental liabilities. In addition, the Company may need additional capital to finance any such acquisitions. Debt financing related to acquisitions would expose the Company to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Competition and Scarcity of Mineral Lands

The mining industry is intensely competitive, with many companies and individuals engaged in the mining business including large, established mining companies with substantial capabilities. There is a limited supply of desirable mineral lands available for claim staking, lease or other acquisition in the areas where the Company contemplates conducting exploration activities. The Company may be at a disadvantage in its efforts to acquire quality mining properties as it must compete with individuals and companies which in many cases have greater financial resources and larger technical staffs than the Company. Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties. Increased competition for experienced mining professionals, equipment and other resources could adversely affect the Company’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration.

Future Profits/Losses and Production Revenues/Expenses

The Company has no history of operations and expects that its losses will continue for the foreseeable future. The Company does not expect to receive revenues from operations or be profitable in the foreseeable future, if at all. The Company expects to incur losses until such time as a property enters into commercial production and generates sufficient revenues to fund its continuing operations. Development will require the commitment of substantial resources. There can be no assurance that the Company will generate any revenues or achieve profitability. The Company's operating expenses and capital expenditures may increase in subsequent years due to the cost of employees, consultants, service providers and equipment associated with advancing exploration and development. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the Company’s strategic analyses, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with strategic partners, and the Company's acquisition of additional properties and other factors, many of which factors are beyond the Company's control.

Commodity Prices

In the event that the Company has a producing mine in the future, the profitability of the Company’s business will be largely contingent on the market price for the minerals sold by the Company. A significant reduction in the market price of the metals sold by the Company for any extended period could have a materially adverse effect on the Company’s profitability and cash flow. Global metal prices fluctuate widely and are affected by numerous factors beyond the Company’s control, including global demand and production levels, political and economic conditions, producer hedging activities, speculative activities, inflation, interest rates and currency exchange rates.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

RISKS AND UNCERTAINTIES (CONTINUED)

Exploration and Mining Risks

There is no assurance that any exploration activities that the Company may undertake in the future will result in the development of an economically viable mine project. Exploration for minerals is highly speculative in nature, involves many risks and frequently is unsuccessful. Among the many uncertainties inherent in any mineral exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary regulatory permits and the construction of mining and processing facilities. In addition, substantial expenditures are required to pursue such exploration and development activities. Assuming discovery of an economic ore body, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and during such time the economic feasibility of production may change. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources, and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. The economic viability of a mineral deposit depends on a number of factors, including without limitation: the characteristics of the orebody and its proximity to infrastructure, costs associated with exploration, development and operation of the mine project, prevailing metal prices, economic and financing conditions.

Regulatory

Any mining activities that may be undertaken by the Company will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health and safety, water disposal, toxic substances, explosives, management of natural resources, environmental management and protection, mine safety, dealings with native groups, historic and cultural preservation and other matters. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, construction, operating and closing mines and other facilities. Compliance with environmental regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company’s intended activities. Any breaches of environmental laws could materially and adversely affect the Company. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations, requiring corrective measures or other remedial actions, any of which could result in the Company incurring significant expenditures. To the extent the Company undertakes mining activities in the future, it may be subject to potential legal claims which, if determined adversely to the Company, could have a material effect on the Company and/or its financial condition. The Company may be required to compensate persons suffering loss or damage as a result of any infringement of such laws or regulations.

Any future operations, including exploration and development activities or commencement of production, will require certain permits and licenses from various levels of government regulatory authorities. The Company may also be required to obtain certain other property rights to access, or use, certain of its properties in order to proceed with mining activities. There can be no assurance that all licenses, permits or property rights which the Company may require for any exploration or development of mining operations will be obtainable on reasonable terms or in a timely manner, or at all, that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. Delays in obtaining or a failure to obtain such licenses, permits or property rights or extension thereto, challenges to the issuance of such licenses, permits or property rights, whether successful or unsuccessful, changes to the terms of such licenses, permits or property rights, or a failure to comply with the terms of any such licenses, permits or property rights that the Company has obtained, could have a material adverse effect on the Company by delaying or preventing or making more expensive exploration, development and/or production.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

RISKS AND UNCERTAINTIES (CONTINUED)

Dependence on Key Personnel

The Company is heavily dependent on its key personnel and on its ability to motivate, retain and attract highly skilled persons. If, for any reason, any one or more of such key personnel do not continue to be active in the Company's management, the Company could be adversely affected. There can be no assurance that the Company will successfully attract and retain additional qualified personnel to manage its current needs and anticipated growth. The failure to attract such qualified personnel to manage growth effectively could have a material adverse effect on the Company’s business, financial condition or results of operations.

Capital Market

Historically the Company has been financed through the issuance of common shares and other equity securities. Although the Company has been successful in the past in obtaining financing, the Company has limited access to financial resources and there is a risk that sufficient additional financing may not be available to the Company on acceptable terms, or at all. The ability of the Company to arrange additional financing will depend, in part, on prevailing debt and equity market conditions, and other factors. As a consequence, global economic and financial conditions could adversely impact the Company’s financial status and share price.

COVID-19

Subsequent to year-end, the outbreak of COVID-19 has had a significant impact on global economic conditions, triggering significant declines in the stock market and restrictions on the movement of goods and people. These conditions may impact the Company’s ability to access its mineral properties to complete further work. The ability of the Company to fund ongoing exploration or projects development is affected by the availability of financing. Due to market uncertainty the Company may be restricted in its ability to raise additional funding.

The extent to which COVID-19 impacts the Company’s financial position, results of operations and cash flows in future periods is not yet known; however, there may be heightened risk of mineral properties impairment and liquidity or going concern uncertainty.

As required by IFRS, the Company has not reflected these subsequent conditions in the measurement of the mineral properties as at December 31, 2019.

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

As permitted, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and respective accompanying Management’s Discussion and Analysis. In contrast to the certificates under National Instrument (“NI”) 52-109 (Certification of disclosure in an Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting as defined in NI 52-109.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A on April 28, 2020. A copy of this MD&A is filed on SEDAR.

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LIBERO COPPER & GOLD CORPORATION Management’s Discussion and Analysis For the year ended December 31, 2019

FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking information” (also referred to as “forward-looking statements”) within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic, and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: potential acquisitions, financing of the Company’s acquisitions and other activities, exploration, development and operation of mining properties, and the overall impact of misjudgments made in good faith in the course of preparing forward-looking information.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors, including those set out below, that may never materialize, prove incorrect, or materialize other than as currently contemplated, which could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact, and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

• the ability of the Company to successfully acquire mining assets;

• access to funding to support the Company’s strategic plans and/or operating activities in the future;

• the volatility of currency exchange rates, metal prices, and metal production;

• the continued participation in the Company of certain key employees; and

• risks normally incident to the acquisition, exploration, development, and operation of mining properties.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company’s affairs since the date of this report that would warrant any modification of any forward-looking statement made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company’s website. All subsequent written and forward-looking oral statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events, or otherwise, subject to the Company’s disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online at www.sedar.com .

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