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Liberty Gold Corp. Management Reports 2021

Mar 26, 2021

46788_rns_2021-03-26_1b16ec4d-debf-4046-acba-7b1b8bd66552.pdf

Management Reports

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Liberty Gold Corp. An Exploration Stage Company

Management’s Discussion and Analysis For the year ended December 31, 2020.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Year ended December 31, 2020.

This Management’s Discussion and Analysis, dated as of March 26, 2021 is for the year ended December 31, 2020 (the " MD&A "), and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 of Liberty Gold Corp. (in this MD&A, also referred to as " Liberty Gold ", or the " Company ", or " we ", or " our ", or " us "), the related notes thereto (together, the " Annual Financial Statements "), and other corporate filings, including our Annual Information Form for the year ended December 31, 2020, dated March 26, 2021 (the " AIF "), available under our company profile on SEDAR at www.sedar.com. Our reporting currency is the United States dollar (" $ ", or " USD "); dollar figures in this MD&A are expressed in USD unless "[1] otherwise stated. Canadian dollars herein are expressed as " C$ .

This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The Company continually seeks to minimize its exposure to business risks, but by the nature of its business, exploration activities and size, will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties, or those described under the heading “Risk Factors” in our AIF, which can be found on Liberty Gold’s SEDAR profile at www.sedar.com, and those set forth in this MD&A under the headings “Cautionary Notes Regarding Forward-Looking Statements”, “Industry and Economic Factors that May Affect our Business” and “Other Risks and Uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forwardlooking statements.

HIGHLIGHTS FROM 2020 AND SUBSEQUENT EVENTS:

During 2020 we monetized a number of our non-core assets through sale or option[2] :

  • Halilağa: We closed the sale of the Halilağa porphyry copper gold deposit in Turkey and received the first of the three staged payments of $6.0 million. A further two installments totaling $12.0 million are bank guaranteed and will be received in equal tranches on August 15, 2021 and August 15, 2022, respectively.

  • Kinsley: We received 8,844,124 common shares in New Placer Dome Gold Corp (TSXV:NGLD) (“ New Placer Dome ”) and $1.25 million as the initial option payment, on the option of the Kinsley Mountain gold deposit (“ Kinsley ”). Under the terms of the option agreement, a further $2.5 million is expected in June 2021, and a further $2.5 million in common shares of New Placer Dome is expected in June 2022.

  • Baxter Spring: Pursuant to a purchase-option agreement, we received $0.25 million in cash and 14,986,890 common shares in Huntsman Exploration Inc. (TSXV:HMAN) ( “Huntsman” ) equal to 19.5% of the issued and outstanding shares in Huntsman. A further $250,000 is due on November 12, 2021.

  • Regent: In March 2020, we sold our 15% net profit interest (“ NPI ”) in the Regent property in Nevada to Ely Gold Royalties Inc. (TSXV:ELY) (“ Ely ”) for a total consideration of $0.80 million and 2,000,000 warrants to purchase common shares in Ely (“ Ely Warrants ”). The Ely Warrants are each exercisable for C$0.43 and expire on December 18, 2021.

  • Portfolio Properties: On March 3, 2021 we closed the sale of three of our 100% owned portfolio properties, consisting of Anchor, Stateline and Sandy, as well as three of our 49% owned properties (Brik, Easter and Viper), to Raindrop Ventures Inc. (CSE:RAYN) (“ Raindrop ”) for a total consideration of $0.05 million and 4,013,406 common shares of Raindrop, representing 9.9% of Raindrop’s issued and outstanding common shares. We retained a 1.5% net smelter return (“ NSR ”) on Anchor, Stateline and Sandy.

We have received a total of C$8.1 million from the exercise of all 12,469,212 Liberty Gold common share purchase warrants (“ Warrants ”) issued pursuant to the bought deal financing that closed on January 26, 2018; the Warrants were each exercisable for C$0.65[3] . C$5.05 million was received during 2020, and C$2.8 million received during 2021.

At Black Pine we:

  • Increased our strategic land holding by staking 201 new claims covering a total of 16.5 square kilometres (“ km[2] ”), increasing the size of the core claim block as well as adding a new area to the west of the original claim block for a total of 47.8 km[2] .[4]

1 As at December 31, 2020, the value of C$1.00 was approximately $0.785; the daily average OANDA RateTM 2 See press releases dated August 12, 2020; June 2, 2020; August 28, 2020 and March 12, 2020. 3 See press release dated January 28, 2021.

4 See press release dated June 10, 2020.

1

  • Received approval for an amendment to our Plan of Operations (“ PoO ”) allowing us to access additional strategic areas for drilling and an easement to a water well.[5]

  • Reported results of our phase 2 of metallurgical column testing, including a weighted average 82.1% gold extraction with individual results up to 94.5% gold extraction.[6]

  • Discovered or confirmed six new mineralised zones. The most significant new discovery is the D-3 zone, situated immediately west of and under the D-1 zone.

  • Released further results from drilling on a newly defined portion of the D-1 and new D-3 and F zones. Highlights include[7] :

  • D-3 zone:

  • 1.98 grams per tonne of gold (“ g/t Au ”) over 33.5 m, including 3.93 g/t Au over 15.2 m, and 1.11 g/t Au over 30.5 m in LBP127.

  • 1.44 g/t Au over 96.0 m, including 1.95 g/t Au over 32.0 m and including 5.31 g/t Au over 1.5 m and 1.86 g/t Au over 29.0 m in LBP152.

  • 1.43 g/t Au over 9.1 m and 1.20 g/t Au over 67.1 m, including 2.57 g/t Au over 16.8 m and including 8.51 g/t Au over 3.0 m in LBP138.

  • 1.50 g/t Au over 27.4 m and 0.62 g/t Au over 7.6 m in LBP203.

  • 1.01 g/t Au over 62.5 m, including 1.94 g/t Au over 25.9 m in LBP189.

  • 0.82 g/t Au over 76.2 m, including 1.65 g/t Au over 22.9 m in LBP131.

  • 0.98 g/t Au over 80.8 m, including 2.32 g/t Au over 18.3 m and 2.19 g/t Au over 7.6 m in LBP169.

  • D-1 Southeast Extension zone:

  • 4.34 g/t Au over 22.9 m, including 10.8 g/t Au over 6.1 m in LBP258.

  • 1.26 g/t Au over 10.7 m, including 1.59 g/t Au over 7.6 m in LBP176.

  • 1.18 g/t Au over 16.8 m, including 1.82 g/t Au over 7.6 m in LBP173.

  • 1.06 g/t Au over 32.0 m, including 2.34 g/t Au over 10.7 m in LBP168.

  • F zone:

  • 2.21 g/t Au over 22.9 m, including 7.42 g/t Au over 4.6 m in LBP149.

  • 0.43 g/t Au over 74.7 m, including in LBP227.

  • 0.64 g/t Au over 62.5 m, including 1.33 g/t Au over 10.7 m in LBP229.

  • M zone:

  • 1.26 g/t Au over 38.1 m, including 1.74 g/t Au over 22.9 m in LBP256.

  • Released results from five large diameter core holes drilled to support phase 3 metallurgical column testing from the D-1, D-2 and D-3 zones include[8] :

  • 3.32 g/t Au over 47.4 m, including 12.5 g/t Au over 5.8 m in LBP214C.

  • 3.62 g/t Au over 8.1 m and 1.27 g/t Au over 54.2 m, including 2.51 g/t Au over 17.0 m in LBP222C.

  • o 1.12 g/t Au over 13.4 m and 3.16 g/t Au over 32.0 m in LBP207C.

  • 1.44 g/t Au over 16.5 m and 1.36 g/t Au over 15.2 m and 1.23 g/t Au over 7.6 m in LBP197C.

OUTLOOK

In 2021, Liberty Gold will continue to advance our Black Pine and Goldstrike projects in order to demonstrate their full potential, with a primary focus on confirming Black Pine’s potential to host a tier 1 oxide gold deposit. In connection with this goal, the Company intends to release a maiden mineral resource estimate and preliminary economic assessment (“ PEA ”) for Black Pine, expected in Q2 and Q4 2021, respectively.

Other project and development activities in 2021 will include completion of phase 3 metallurgical testing and purchase of private land and water rights.

With the receipt of $6 million on closing of the sale of the Halilağa property in August 2020, the receipt of $1.25 million from the first option payment on the Kinsley project, $0.80 million from the sale of the NPI on the Regent project and $6.2 million from the exercise of Warrants during 2020, Liberty Gold has begun the year with a strong treasury of $16.7 million in cash. These funds, along with the remaining staged payments from the Halilağa Agreement (as defined below) and the option on the Kinsley project, will enable us to continue to explore and develop the mineralized area at Black Pine.

5 See press release dated February 18, 2021.

6 See press release dated August 18, 2020

7 See press releases dated: June 23, 2020; July 14, 2020; July 28, 2020; September 29,2020; November 10, 2020; December 22, 2020 and March 24, 2021.

8 See press release dated January 12, 2021

2

At Liberty Gold, the safety and health of our employees, our contractors and the public come first and foremost. In fulfilling this commitment, Liberty and its management, supervisors, employees, and contractors recognize that each of us has the responsibility to make safety our top priority. In doing so, Liberty ensures compliance with all relevant laws and regulations, and will continue to keep up to date with the latest developments for management of the current pandemic of the novel coronavirus (COVID-19). We continue to implement a work from home initiative in Canada and have postponed all non-essential travel for all our employees normally reporting to an office. Our U.S. properties are located in remote locations but within driving distance from employees’ homes and medical facilities. Mining and mining-related activities are considered essential activities in each of Nevada, Utah and Idaho, such that exploration activities can continue. Our on-site staff and on-site drilling teams consist of seven or fewer people. Social distancing and disinfectant protocols regarding the use of vehicles, workstations and common areas have been implemented, as well as daily monitoring of employee health.

Liberty has embarked on the search for a seasoned Chief Operating Officer to augment our team and bring the skills and expertise to help the Company transition from an explorer to developer as both the Black Pine and Goldstrike projects advance.

Our 2021 budget is $18.76 million and our outlook for the year is as follows:

Black Pine

In February 2021, we received an amendment to the PoO which includes the untested area between the Rangefront target and the main permit area. It brings the total area under the PoO to 11.9 km[2] (2,941 acres) and the total area of permitted disturbance to 224.8 acres. This important milestone permits access to the largest undrilled target area in the Black Pine gold system, which will be a focus for the 2021 drill program. The new PoO also permits access to a water well previously used by the historic mine operation, which will be used to support drilling at Black Pine.

In Q2 2021, we expect to release a maiden mineral resource estimate and technical report, followed by the commencement of a PEA. In Q4 2021, we anticipate the release of results from up to 50 column tests from our Phase 3 metallurgical program.

A minimum 48,000 metre (“ m ”) reverse circulation (“ RC ”) and 8,000 m core drill program will begin on April 1, 2021, focused on expanding the mineralized zone through step out drilling on existing targets, exploration of the untested area between the Rangefront and Discovery Focus Area, and testing of other undrilled or minimally drilled targets.

Ongoing work to identify and procure process water will continue throughout the year, as well as other engineering, hydrology, environmental baseline, land, permitting and access studies. The 2021 exploration program and budget at Black Pine is $11.9 million.

Goldstrike

A 15,000 m RC drill program is planned from May to September 2021 with a goal to convert inferred gold ounces as classified in the current resource estimate to indicated, and to continue to de-risk and add value to the project. A 200m sonic core drill program to obtain material from the historic heap leach pad for metallurgical work is also planned for Q3 2021. We will also continue with environmental baseline work and identifying process water sources. The 2020 exploration program and budget at Goldstrike is $3.06 million.

Kinsley

On June 2, 2020, we received the first of staged payments pursuant to the purchase-option agreement to sell 100% of the Company’s share of Kinsley to New Placer Dome (as amended, the “ Kinsley Agreement ”) signed December 2, 2019. Pursuant to the terms of the Kinsley Agreement, the consideration is to be paid in three stages as follows (the “ Kinsley Transaction ”):

  • $1.25 million plus 8,844,124 common shares in New Placer Dome (“ NPD Shares ”) (subject to a contractual 12 month hold period), totalling 9.9% of issued and outstanding NPD Shares (received on June 2, 2020).

  • $2.5 million on or before June 2, 2021.

  • NPD Shares with a value of $2.5 million on or before June 2, 2022 (subject to a 4-month statutory hold period). A 1% NSR on the acquired interest in Kinsley, of which up to one-half percent (0.5%) can be repurchased by New Placer Dome for $500,000.

An updated technical report on the Kinsley project was filed on February 21, 2020 and is available on SEDAR under New Placer Dome’s profile.

3

OVERALL PERFORMANCE

Liberty Gold’s long-term exploration success in the mining friendly region of the Great Basin has been driven by acquiring projects that were historical heap leach gold mines operating in a US $300 to $350 per oz gold price environment, 20 to 25 years ago. All of Liberty Gold’s significant projects were acquired with extensive historical exploration and mining databases and large land holdings covering broad target areas over a district scale.

Liberty Gold’s expenditures for the year ended December 31, 2020, as compared to our budgeted cash exploration and development expenditures on our property interests are summarized (in 000s) as follows:

Project
Liberty Gold
ownership2
Minerals
Year ended December 31, 2020
Budgeted
expenditures for
2021
Cash
expenditures
Budgeted
expenditures1
$8,841
$10,911
$11,902
$522
$610
$3,061
Black Pine
100%
gold
Goldstrike
100%
gold
Total $9,363
$11,521
$14,963

1 In July 2020, an amended budget was approved by the Company’s Board of Directors (the " Board "). Amounts shown as budgeted expenditures reflect the amendment.[2] Includes rights through leases.

During the year ended December 31, 2020, we incurred approximately $13.63 million in total cash exploration and administrative expenditures against a budget over the same period of $16.29 million, with the difference primarily due to the drill programs at Black Pine and TV Tower being shorter than expected due to weather and drill availability respectively, as well as the timing for payments for certain permits at TV Tower, offset by higher wages and salaries due to bonus payments made in the year.

Black Pine (100% owner and operator)

The Black Pine property is a past-producing, heap leach gold mine located in southeastern Idaho, between Utah State Highway 30 and Interstate Freeway I-84. The property includes 645 federal lode claims, covering 5,088 hectares (“ ha ”) with drill-tested oxide gold occurrences throughout. It hosts a large, Carlin-style, sedimentary rock-hosted gold system, the surface footprint of which extends over an approximately 14 km[2] target area.

The main gold zone encompassing the historic Black Pine mine is not subject to seasonal closures and can be accessed year-round, weather and road conditions permitting.

The Company recovered a large historical digital database, largely subsequent to its purchase, that includes drill data for 1,874 holes (191,500 m of drilling), as well as-mined topography, blast hole and other mining data, and 4,950 rock and soil samples. The drill hole database includes collar and survey data, fire assay gold, acidsoluble gold and silver, rock type and alteration, and includes a large number of historic drill holes with unmined gold intercepts. In 2018, we completed a two-year data compilation and verification effort including a preliminary 3D model.

In 2019, the drill program was designed for infill and validation of historical results, and to test prospective areas adjacent to and beneath historical drilling. Drilling identified two new discoveries, D-1 and D-2, extending gold mineralization along stratigraphic and structural corridors between the historic A and B pits and the A Basin target. The results from the 2019 drill program include some of the longest and highest-grade unmined intercepts drilled by any operator on the Black Pine property. Highlights include[9] :

At D-1 and D-2:

  • 1.78 g/t Au over 47.2 m, including: 3.24 g/t Au over 22.9 m, 9.99 g/t Au over 3.0 m and 5.73 g/t Au over 1.5 m, in LBP021.

  • 2.56 g/t Au over 41.1 m, including: 4.47 g/t Au over 19.8 m and 8.76 g/t Au over 4.6 m, in LBP029.

  • 4.39 g/t Au over 53.3 m, including : 5.76 g/t Au over 38.1 m and 12.05 g/t Au over 12.2 m, in LBP043.

  • o 3.40 g/t Au over 62.5 m, including: 5.01 g/t Au over 33.5 m and 6.21 g/t Au over 21.3 m, in LBP064.

  • 3.14 g/t Au over 44.2 m, including: 6.53 g/t Au over 16.8 m and 11.3 g/t Au over 7.6 m, in LBP062.

9 See press release dated January 7 and January 16, 2020, and press releases in 2019 dated May 29, June 19, July 15, July 31, September 12, October 1, October 15, and November 5, 2019 for drill results from the 2019 drill program.

4

Drilling in 2020 identified new zones of mineralisation, including: 1) the D-3 zone, located immediately west of and partially under the D-1 zone; 2) an extension of the D-1 zone to the southeast; and 3) extensions to the F- zone, located approximately 1 km to the south of D-3. Highlights from the new D-3 zone include[10] :

  • 1.98 g/t Au over 33.5 m , including 3.93 g/t Au over 15.2 m , and 1.11 g/t Au over 30.5 m in LBP127.

  • 1.44 g/t Au over 96.0 m , including 1.95 g/t Au over 32.0 m and including 5.31 g/t Au over 1.5 m and 1.86 g/t Au over 29.0 m in LBP152.

  • 1.43 g/t Au over 9.1 m and 1.20 g/t Au over 67.1 m, including 2.57 g/t Au over 16.8 m and including 8.51 g/t Au over 3.0 m in LBP138.

  • 1.41 g/t Au over 22.9m, including 1.93 g/t Au over 13.7 m and 1.51 g/t Au over 56.4 m, including 2.36 g/t Au over 24.4 m and including 5.86 g/t Au over 3 m in LBP206.

  • 1.01 g/t Au over 62.5 m, including 1.94 g/t Au over 25.9 m in LBP189.

  • 1.50 g/t Au over 27.4 m and 0.62 g/t Au over 7.6 m in LBP203.

  • 0.82 g/t Au over 76.2 m, including 1.65 g/t Au over 22.9 m in LBP131.

  • 0.98 g/t Au over 80.8 m , including 2.32 g/t Au over 18.3 m and 2.19 g/t Au over 7.6 m in LBP169.

Drilling in 2020 targeted the southeast extension of D-1, in a 400 m-long, undrilled area between the historic B and Tallman pits. This drilling successfully identified shallow oxide mineralization, exemplified by 3.04 g/t Au over 19.8 m , including 8.54 g/t Au over 4.6 m in LBP150.

Results from five large diameter core holes drilled to support phase 3 metallurgical column testing from the D-1, D-2 and D-3 zones include[11] :

  • 3.32 g/t Au over 47.4 m, including 12.5 g/t Au over 5.8 m in LBP214C.

  • 3.62 g/t Au over 8.1 m and 1.27 g/t Au over 54.2 m, including 2.51 g/t Au over 17.0 m in LBP222C.

  • 1.12 g/t Au over 13.4 m and 3.16 g/t Au over 32.0 m in LBP207C.

  • 1.44 g/t Au over 16.5 m and 1.36 g/t Au over 15.2 m and 1.23 g/t Au over 7.6 m in LBP197C.

Through stratigraphic, structural and mineralization modeling of historic and Liberty Gold drill data and surface data, we now recognize the D-1 zone to represent mineralization in the hangingwall of a moderately-northeastdipping, northwest-striking listric fault system, with mineralization extending over 2 km along strike. The D-2 zone lies in the flatter, down-dip portion of the hangingwall, and measures approximately 400 x 600 m. The D-3 zone lies in the hangingwall of a similar structure that is suspected to project from the C-D Pit area north to merge with the D-1 structure north of the B Pit, over a strike length of over 2 km. Additional drilling is planned to target gaps in the mineralized trend.

Phase 1 large diameter metallurgical column tests were carried out in 2019 with the following results[12] :

  • Six column leach tests produced a weighted average 78.9% gold extraction. With a range up to 92.8% gold extraction[13] .

  • Gold extraction was rapid, with >80% of the leachable gold extracted within the first 10 days of column leaching.

Phase 2 metallurgical column testing was carried out on large diameter PQ core holes designed to sample a wide range of grades and rock types, primarily within the D-1 zone, with one hole in the D-2 zone and one testing historical drilling in the Rangefront Target, highlights include[14] :

  • Twenty-nine column leach tests produced a weighted average 82.9% gold extraction[13] . With a range up to 94.5% gold extraction.

  • Gold extraction was rapid, with >80% of the leachable gold extracted within the first 10 days of column leaching.

  • Percent gold extraction is well-correlated with head grade, with the highest-grade composites returning the highest extraction numbers.

10 See press releases issued in 2020 dated June 16, June 23, July 14, July 18, September 10, September 29, November 10, and December 2. 11 See press release dated January 12, 2021.

12 See details in press release dated June 16, 2020.

13 Weighted average gold extraction is obtained using the following equation: (composite head grade (grams/tonnes) multiplied by extraction (%) for all head grades)/sum of all head grades. Using arithmetic averages tends to over-represent low grade composites and underrepresent high grade composites. The arithmetic average of the six column tests is 78.0%. 14 See details in press release dated August 18, 2020.

5

Gold extraction is relatively insensitive to particle size, with the exception of one sample from the southernmost “I” pit. All other composites can be projected to coarse particle sizes approximating run of mine conditions without significant loss of gold extraction. Results generated by this program are comparable to historical column test results generated by Noranda in 1988 from oxide material obtained prior to mining.

Exploration expenditures at Black Pine during the year ended December 31, 2020, including non-cash items, totalled $9.20 million, including: drilling expenditures ($5.37 million), wages and salaries ($1.70 million), and other additional expenditures ($2.14 million). Total cash expenditures of $8.84 million were lower than the $10.91 million budgeted for the year ended December 31, 2020 due to a later than anticipated start to the drilling program making it shorter than expected and leading to lower than budgeted drilling, and assaying and geochemistry expenditures. These savings were partially offset by higher than budgeted salaries and wages. As described in the section under “Outlook” we are working towards advancing Black Pine and expect to release a maiden mineral resource in 2020, followed by a PEA.

Goldstrike (100% owner or controlled, and operator)

Goldstrike is a Carlin-style, sediment-hosted gold system located in Washington County, southwest Utah (50 km northwest of St. George), with a stratigraphic and structural setting and gold mineralization similar to other sediment-hosted gold systems in the Great Basin. Historical exploration and mining within the property culminated with the operation of the Goldstrike mine, which from 1988 to 1996 produced oxidized disseminatedgold by heap-leach recovery from 12 open-pits. Historical mining records document a total of approximately 210,000 ounces of gold and 198,000 ounces of silver recovered from approximately 6.9 million tons of ore. The database includes historical exploration and mining records, including a large number of shallow drill holes with unmined oxide gold intercepts, and numerous untested gold targets. The property totals 7,261 ha in size and currently includes 856 owned and leased federal lode claims on Bureau of Land Management (“ BLM ”) land, 43 leased patented claims and private parcels, and two Utah State leased parcels.

Goldstrike Resource

In February 2018, the Company published a maiden resource estimate (the “ Goldstrike Resource ”)[15] based on drilling results to the end of 2017 covering portions of the Main, Dip Slope, Peg Leg and Western zones. The Goldstrike Resource estimate was subsequently restated to reflect a cut-off grade of 0.20 g/t Au (compared to 0.25 g/t Au) as a result of economic considerations discussed in the PEA and now consists of: an indicated mineral resource of 925,000 ounces of gold at an average grade of 0.50 g/t Au (57,846,000 tonnes); and an inferred mineral resource of 296,000 ounces of gold at an average grade of 0.47 g/t Au (19,603,000 tonnes)[16] . The effective date for the data used in the resource estimate remains February 8, 2018, and all other parameters remain the same.

Goldstrike PEA

A PEA at Goldstrike was published on July 10, 2018 providing a strong, base-case economic scenario upon which to expand the scope and scale of the project with ongoing drilling. The PEA confirms the potential for a modest capital intensity, low operating cost, open-pit, run-of-mine, heap-leach operation, with a 7.5-year mine life and highly attractive economics.

The PEA was prepared by SRK Consulting (Canada) Inc., of Vancouver, British Columbia, Golder Associates Inc. of Reno, Nevada, Kappes Cassiday and Associates of Reno, Nevada, Advantage Geoservices of Osoyoos, British Columbia and GL Simmons Consulting LLC of Larkspur, Colorado.

The PEA is preliminary in nature and includes inferred mineral resources that are too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

15 See the “Independent Technical Report and Resource Estimate for the Goldstrike Project, Washington County, Utah, USA” effective February 8, 2018 and signed March 21, 2018 authored by Independent Qualified Persons David Rowe, CPG, of SRK Consulting (Canada) Inc., James N. Gray, P.Geo, of Advantage Geoservices and Gary Simmons, MMSA of GL Simmons Consulting LLC, and is in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The report is available under the Company’s profile at www.sedar.com and is also available on the Company’s website at www.libertygold.ca.

16 See the “Preliminary Economic Assessment and Independent Technical Report for the Goldstrike Project, Washington County, Utah USA”, effective February 8, 2018 and dated July 16, 2018 co-authored by Independent Qualified Persons Bob McCarthy, P.Eng. Valerie Sawyer, SME, David Rowe, CPG and Neil Winkelmann, FAusIMM of SRK Consulting (Canada) Inc.; Gary Simmons, MMSA of GL Simmons Consulting, LLC; James N. Gray, P.Geo. of Advantage Geoservices Ltd; George Lightwood, SME, Russell Browne, P.E. and Michael Bidart, P.E. of Golder Associates Inc.

6

Important project metrics are presented in the following tables:

Assumptions
Gold Price $1,300/oz
Production Profile
Total Tonnes of Mineralized Material Mined and Processed 59.3 million tonnes
Total Tonnes Waste Mined 70.6 million tonnes
Head Grade 0.48gramsper tonne (“g/t”)
Mine Life 7.5years
Tonnesper DayMineralized Material Mined 22,500 tonnesper day
StripRatio (Waste: Mineralized Material) 1.2:1
Average Gold Recovery 78%
Total Gold Ounces Mined 915,516 troyounces (“oz”)
Total Gold Ounces Recovered 713,000 oz
Average Annual Gold Production 95,000 oz
Peak Annual Gold Production 117,855 oz
Unit OperatingCosts
Life of Mine (“LOM”) Average Cash Cost1 $642/oz
LOM Average Adjusted Cash Cost2 $675/oz
LOM Cash Costplus All-in SustainingCost (“AISC”)3 $793/oz
Project Economics
Royalties (estimate; royalties differ slightlybylocation andgoldprice) 2.50%
Pre-tax NPV5%/ After-Tax NPV5% $176.2 million/$129.5 million
Pre-tax IRR/ After-Tax IRR 34.8%/29.4%
Undiscounted OperatingPre-Tax Cash Flow/After-Tax Cash Flow $259.3 million/$195.5 million
After-Tax Payback Period 2.3years

1Includes mining cost, mine-level G&A, leaching and refining cost; 2Includes the above plus royalties; 3Includes the above plus sustaining and closure costs.

Capital Requirements Initial LOM
MiningCapital $23.50 million $61.30 million
Total Infrastructure Capital $31.40 million $35.10 million
Total ProcessingCapital $48.30 million $68.40 million
Closure Costs - $20.00 million
Owners Costs $10.00 million $10.00 million
Total Capital Costs $113.20million $194.80million

The PEA Study utilizes open pit mining with mine planning based on economic pit shells generated by mine planning software. Mine production is planned at 22,500 tonnes per day or 8.2 million tonnes per year of leach feed (mineralized) material. With an average waste to leach feed material strip ratio of 1.2 to 1, the average mining rate is approximately 50,000 tonnes per day of leach feed and waste material. The open pit mining at Goldstrike was designed utilizing an owner-operated, conventional mine fleet of front-end loaders and trucks.

PEA Sensitivities

The PEA examines the effect on NPV5% of up to a 40% increase or decrease in capital and operating expenditures. NPV5% is strongly influenced by the price of gold. The following tables show the effect of gold price on the IRR and NPV. The base case is shaded grey.

Post-tax IRR in % Post-tax IRR in % Gold Price/oz Gold Price/oz
$900 $1,100 $1,300 $1,500 $1,700
Operating
Cost
-40.0% 19.5% 32.9% 44.5% 55.2% 64.9%
-20.0% 9.2% 24.6% 37.3% 48.5% 58.9%
0.0% -3.7% 15.2% 29.4% 41.5% 52.4%
20.0% N/A 3.8% 20.7% 34.0% 45.6%
40.0% N/A -13.3% 10.5% 25.8% 38.3%
Base Case NPV5% of $129.5M
Gold Price/oz

$900
$1,100 $1,300 $1,500 $1,700
Capital
Costs
-40.0% $21.4 $102.6 $183.7 $264.7 $344.8
-20.0% ($6.5) $75.5 $156.6 $237.7 $318.7
0.0% ($35.2) $48.1 $129.5 $210.6 $291.7
20.0% ($67.7) $20.4 $102.3 $183.5 $264.6
40.0% ($101.4) ($7.8) $74.8 $156.4 $237.5

7

Project Enhancement Opportunities

The PEA demonstrates the potential economic viability of the Goldstrike project. The PEA also outlines a number of opportunities for project enhancement, including additions to the resource base, consideration of the silver endowment, and optimization of the miner plan. The PEA excludes the impact of the 2018 and 2019 drill results.

Exploration

Phase 2 metallurgical drilling and column testing provided additional support for a simple heap leach mining scenario. Gold extractions from 29 column tests from holes drilled in the western and northern portions of the deposit were rapid and >80% of the leachable gold was extracted within 10 days, with final column leach gold extractions ranging up to 95%. The Phase 2 metallurgical testing brings the total number of oxide column tests for the property to 49.

The 2018 and 2019 RC drill programs demonstrated that mineralization in the resource model is open to infill and extension. Work is currently underway to update the Goldstrike resource estimate, incorporating drill data from 2018 and 2019.

For the year ended December 31, 2020, cash expenditures at Goldstrike of $0.52 million were lower than the $0.61 million budgeted due mainly to the budgeted weather station build being postponed into 2021 along with other environmental baseline work as described in the section under “Outlook”.

TV Tower (62.9% owner and operator)

The 9,065 ha TV Tower gold-silver-copper property is located in northwestern Turkey. Our interest in TV Tower is held through a 62.9% shareholding in Orta Truva Madencilik Sanayi ve Ticaret Anonim Şirketi (" Orta Truva "), the legal entity that holds title to the licenses that comprise the property. Teck Madencilik Sanayi Ticaret A.Ş. (" TMST "), a subsidiary of Teck Resources Limited, is our joint venture partner at TV Tower and holds the remaining 37.1% of Orta Truva.

To date, we have identified a contiguous area greater than 50 km[2] of epithermal and porphyry-related alteration across this gold-silver-copper district. The principal focus of the Company has been on i) the KayalıKaraayı zone at the southern end of the tenure, host to a largely contiguous, oxidized epithermal gold system stretching over 4 km east to west, and the adjacent and underlying Valley and Hilltop gold-copper porphyry systems, and ii) the large silver-gold resource at KCD (as defined below) in the north. There remain multiple untested or incompletely tested gold-copper porphyry and gold-silver targets across the rest of the tenure.

The KCD deposit has a current indicated resource of 23.1 million tonnes grading 0.63 g/t Au (470,000 ounces), 27.6 g/t Silver (“ Ag ”) (20.5 million ounces), and 0.16% Cu (78.9 million pounds), and an inferred mineral resource of 10.8 million tonnes grading 0.15 g/t Au (53,000 ounces), 45.7 g/t Ag (15.8 million ounces), and 0.06% Cu (14.8 million pounds) making it Turkey’s third largest silver deposit[17] .

The Columbaz porphyry Au-Cu target was previously tested with six drill holes in 2014[18] . Highlights included CD012, which returned 499.1 m grading 0.36 g/t Au and 0.11% Cu, and CD008, which returned 357.7 m grading 0.60 g/t Au and 0.10% Cu. The system remained open in all directions. Post-discovery, a deep Induced Polarity geophysical survey was carried out at Columbaz, showing a chargeability high over a broad area to a depth of at least 300 m. At the end of August 2020, a five-hole core drilling program commenced at Columbaz to follow up on the 2014 drill results. CD013 and CD015 were collared from a drill site located approximately 150 m to the north of CD012. A porphyry system is present in these drill holes, which progress through phyllic altered intermediate volcanic rocks into intrusive rocks with phyllic and potassic (potassium feldspar) alteration and a stockwork of quartz veins with medial and axial chalcopyrite and pyrite (B veins) and quartz-magnetite veins (M veins). Deeper in the hole, potassic alteration with M veins and quartz-molybdenite-pyrite veins are dominant.

Expenditures at TV Tower for the year ended December 31, 2020 of $1.01 million were lower than the budget for the same period of $1.62 million due primarily to the timing of receipts of certain operating permits which are now expected in 2021, and a shorter than anticipated drill program.

17 See 2012 through 2015 press releases on the Company’s website and 2014 KCD Technical Report for more details.

18 See Liberty Gold press releases dated October 22, 2014 and February 6, 2015.

8

Other Projects:

Kinsley (79.99% owner and operator) - Optioned

As at December 31, 2020, Liberty Gold’s interest in Kinsley was approximately 79.99%. Intor Resources Corporation (" Intor ") held the remaining 20.01% interest. As described under the section “Outlook”, Kinsley is subject to the Kinsley Agreement with New Placer Dome and is classified as held for sale as at December 31, 2020.

Halilağa (40% owner, non-operator) - Sold.

On August 12, 2020, the Company closed the sale of its interest in the Halilağa porphyry copper gold deposit in Turkey[19] to Cengiz Holdings A.Ș. (“ Cengiz ”) pursuant to a definitive agreement signed on July 12, 2019 (the “ Halilağa Agreement ’). The Company’s interest in Halilağa was held through a 40% shareholding in Truva Bakır Maden İşletmeleri A.Ş. (" Truva Bakır "). TMST held the remaining 60% of this Turkish entity. Pursuant to the terms of the Halilağa Agreement, the Company and TMST agreed to jointly sell their 100% interest in Truva Bakır to Cengiz for $55 million cash, to be paid in stages over a two-year period and apportioned pro-rata to their ownership interests. The Company will receive a total of $22 million in accordance with its 40% interest. As at the date of this MD&A, the Company has received $10 million and will receive a further $12 million in guaranteed staged payments of $6.0 million on August 15, 2021 and August 15, 2022, respectively (collectively the “ Halilağa Staged Payments ”).

The Company has delineated mineral resources at each of Goldstrike, Kinsley, TV Tower (Küçükdağ) (" KCD ") and Halilağa (Kestane). The Company’s Black Pine project and other targets on its property interests are at an earlier stage and do not contain any mineral resource estimates as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (" NI 43-101 "). With the exception of those deposits already delineated, the potential quantities and grades disclosed in this MD&A are conceptual in nature, and there has been insufficient exploration to define a mineral resource estimate for other targets disclosed herein. It is uncertain if further exploration will result in these targets being delineated as a mineral resource. Additional information about Goldstrike and Black Pine and our other projects is also summarized in our AIF and the respective NI 43-101 Technical Reports and can be viewed under the Company’s issuer profile on SEDAR at www.sedar.com.

- Non GAAP Measures and Other Financial Measures

This MD&A presents certain financial performance measures, including AISC, cash cost and total cash cost that are not recognized measures under International Financial Reporting Standards (“ IFRS ”). This data may not be comparable to data presented by other issuers. The Company believes that these generally accepted industry measures are realistic indicators of operating performance and are useful in allowing comparisons between periods. Non-GAAP financial performance measures should be considered together with other data prepared in accordance with IFRS. This MD&A contains non-GAAP financial performance measure information for a project under development incorporating information that will vary over time as the project is developed and mined. It is therefore not practicable to reconcile these forward-looking non-GAAP financial performance measures.

SELECTED FINANCIAL INFORMATION

Management is responsible for the financial statements referred to in this MD&A and provides officers’ disclosure certifications filed with the Canadian provincial securities commissions. The Board approved the Annual Financial Statements and MD&A.

The Annual Financial Statements and the consolidated financial statements for the years ended December 31, 2019 and December 31, 2018 have been prepared using accounting policies in compliance with IFRS, as issued by the International Accounting Standards Board.

Presentation

Management has determined that Liberty Gold Corp. has a C$ functional currency because it, as the parent entity, raises its financing and incurs head office expenses in Canadian dollars. In order to enhance comparability

19 See press release dated July 12, 2019 and August 12, 2020

9

with our peers and as a better representation of the principal currency used by the mining and mineral exploration industry, the presentation currency of our consolidated financial statements is USD.

The Company operates in one segment – the exploration for gold, copper, and other precious and base metals, and in three geographic locations: Canada, the USA, and Turkey. Information discussed herein reflects the Company as a consolidated entity, consistent with our determination that the segment in which we operate provides the most meaningful information.

Results of Operations

The following financial data (in $ millions, except per share amounts) are derived from our consolidated financial statements for the three years ended December 31, 2020, 2019 and 2018 respectively:

2020 2019 2018
Total revenues $nil $nil $nil
Net income (loss) for the year and attributable to shareholders $7.48 $(11.58) $(11.17)
Basic income (loss) per share and attributable to shareholders $0.03 $(0.05) $(0.06)
Diluted income (loss) per share and attributable to shareholders $0.03 $(0.05) $(0.06)

Year ended December 31, 2020 vs. Year ended December 31, 2019

Income from operations for the year ended December 31, 2020 of $7.48 million were higher than the losses from operations of $11.58 million in the comparative period primarily due to the income recognized on the closing of the sale of Halilağa, the sale of the NPI interest in the Regent property, and consideration received on the Griffon and Baxter Spring purchase option agreements. The income earned in the year was partially offset by increased exploration and evaluation expenditures, stock-based compensation expenditures, and foreign exchange losses over the prior year.

Net cash operating outflows of $14.13 million in the year ended December 31, 2020 were higher than the $5.94 million in the comparative period primarily due to higher exploration and evaluation expenditures of $3.37 million and foreign exchange losses of $1.00 million, partially offset by changes in working capital. The net cash operating outflows in the comparative 2019 period are lower also due to the $4.00 million non-refundable contribution received from Cengiz that was recorded as a current liability as at December 31, 2019.

Exploration and evaluation expenditures

Exploration and evaluation expenditures during the year ended December 31, 2020 totalled $10.68 million compared to $7.30 million during the comparative period in 2019. The increase primarily reflects expenditures at our Black Pine property of $9.20 million in the year ended December 31, 2020, an increase of $4.40 million from the comparative 2019 period. This increase was partially offset by a decrease in expenditures at our Goldstrike property of $0.89 million in 2020 relative to the same period in 2019.

Stock-based compensation

The expense reflects (i) the fair value of grants of employee stock options ("Options") to purchase common shares of the Company ("Common Shares"), Restricted Share Units ("RSUs") and Deferred Share Units ("DSUs") during prior periods, and (ii) the diminishing impact of Options and RSUs granted in prior periods as they vest. Stock-based compensation expense should be expected to vary from period to period depending on several factors, including whether Options, RSUs or DSUs are granted in a period, and the timing of vesting or cancellation of such equity instruments.

Stock-based compensation for the year ended December 31, 2020 totalled $1.72 million (December 31, 2019: $0.98 million). These amounts do not include values recorded as part of exploration and evaluation expenditures ($0.43 million in the year ended December 31, 2020 and $0.15 million in the year ended December 31, 2019). The total expense is higher than in the comparative period primarily due to the grant of 600,000 Options to new directors of the Company, 100,000 Options to an employee of the Company and 125,000 Options to new consultants of the Company, all of which vested immediately.

In determining the fair market value of stock-based compensation granted to employees and non-employees, management makes significant assumptions and estimates. These assumptions and estimates have an effect on the stock-based compensation expense recognized and on the contributed surplus balance on our statements of financial position. Management has made estimates of the life of the Options, the expected volatility, and the expected dividend yields that could materially affect the fair market value of this type of security. Estimates were chosen after reviewing the historical life of the Options and analyzing share price history to determine volatility.

10

Wages and benefits

Certain office and general expenditures incurred in Canada and wages and benefits relating to certain Canadian personnel are incurred on a cost-recovery basis through an administration and technical services agreement (the " Oxygen Agreement ") with Oxygen Capital Corporation (" Oxygen "), a related party (see also in this MD&A, "Related Party Transactions").

Un-allocated wages and benefits for the year ended December 31, 2020 totalled $1.64 million which were in line with the comparative period of $1.64 million.

A significant portion of our remuneration costs are included in exploration expenditures based on the nature of the work undertaken in the period. Wages and benefits included under the heading of exploration expenditures totaled $1.90 million as compared to $1.08 million in the comparative 2019 period. The increase in 2020 as compared to 2019 is due to salary increases and higher bonuses along with greater allocation of employee time to projects.

Other income and expenses

In the year ended December 31, 2020, the Company recorded other income (net) of $23.00 million, as compared to other expenses (net) of $0.19 million the prior year. The year-on-year increase of $23.19 million is primarily due to the following:

  • i) a $19.10 million gain recorded on the sale of our interest in the Halilağa property to Cengiz on August 12, 2020. Further detail is provided under the section “Halilağa (40% owner, non-operator)”. a $3.17 million gain recorded on the signing of a purchase-option agreement on the Baxter Spring property (“ Baxter Spring Agreement ”) to Huntsman;

  • ii) a $1.37 million gain recorded on the sale of our 15% NPI interest in the Regent property in Nevada to Ely Gold;

  • iii) the gain of $0.03 million recorded on the signing of a purchase-option agreement on the Griffon property to Fremont Gold Ltd. (“ Fremont ”) in which the Company received $0.03 million in cash and 2,500,000 Fremont common shares (“ Fremont Shares ”) which were recognised against a total of $0.12 million in acquisition costs capitalised; and

  • iv) partially offset by an increase in foreign exchange losses of $0.94 million in the year ended December 31, 2020 primarily due to foreign exchange on the remaining guaranteed staged payments on the sale of our interest in the Halilağa property.

Other comprehensive loss

Net other comprehensive loss consists of the impact of exchange gains and losses from the translation of our operations with a non-USD functional currency.

The Canadian dollar appreciated 2.2% relative to the value of the USD in the period between January 1, 2020 and December 31, 2020 (during the comparative year it appreciated 4.7%). As a result, for the year ended December 31, 2020, foreign exchange losses on translations of $1.00 million were recognized (year ended December 31, 2019: foreign exchange losses of $0.06 million). The impact from exchange differences will vary period to period depending on the rate of exchange.

Financial Position

The following financial data (in $ millions) are derived from our Annual Financial Statements as at December 31, 2020 and our consolidated financial statements as at December 31, 2019 and December 31, 2018:

Total assets
Current liabilities
Non-current financial liabilities
Cash dividends declared
December 31,2020
December 31,2019
December 31,2018
$60.39
$42.11
$35.08
$5.88
$5.28
$0.61
$0.27
$0.39
$0.15
$nil
$nil
$nil

Total assets

The $18.28 million increase in total assets as at December 31, 2020 compared to December 31, 2019 reflects cash received from the exercise of share-based payments and warrants of $7.16 million, and $6.0 million cash received and $11.19 million receivable from the sale of Halilağa. The increase is also attributable to our other financial assets held of $6.34 million as at December 31, 2020, an increase of $6.23 million from the comparative period, primarily due to the value of NPD Shares, Ely Warrants, and Huntsman Shares. These increases are partially offset by cash expenditures including primarily: exploration and evaluation, stock-based compensation, wages and benefits, and office and general expenditures of $14.71 million in aggregate.

11

Current liabilities

Current liabilities include $4.29 million relating to the initial consideration pursuant to the Kinsley Agreement. The liability is a derivative recognising a deferral of the income received, until either the closing or termination of the Kinsley Agreement. As at December 31, 2019, a current liability of $4.0 million had been recognised on receipt of the non-refundable deposit on the sale of Halilağa, which was extinguished on the closing of the sale on August 12, 2020 (see more detail under the sections “Halilağa (40% owner, non-operator)” and “Other income and expenses”.).

Non-current financial liabilities

At December 31, 2020, and December 31, 2019, our non-current liabilities include (i) liabilities recorded in recognition of a statutory obligation in Turkey to accrue for lump-sum termination payments for employees when their employment is terminated due to retirement or for reasons other than resignation or misconduct, and (ii) the non-current lease liability recognized as a result of the adoption of IFRS 16 (as defined below) on January 1, 2019. The decrease in non-current financial liabilities as at December 31, 2020 as compared to December 31, 2019 of $0.12 million is due primarily to the lease payments made in the period, and the corresponding reduction of the lease liability. As at December 31, 2020, a deferred tax liability of $1.87 million was recognised in Orta Truva (December 31, 2019: $1.61 million), arising from foreign exchange on the tax basis of our assets held in Turkey. This is not classified as a financial liability.

Shareholders’ equity

During the year ended December 31, 2020, 985,315 RSUs were converted into Common Shares on vesting. There were 450,986 DSUs granted during the period with a fair value of C$1.13; 884,661 RSUs were granted during the period. 2,975,000 Options were granted during the same period.

13,433,901 Warrants were exercised during the year ended December 31, 2020, at a weighted average exercise price of C$0.63.

Refer also to discussion in this MD&A under heading, “Outstanding Share Data”. The Company has not declared any dividends since incorporation and does not expect this will change in the near future.

SUMMARY OF QUARTERLY RESULTS

The following information (in thousands of $, except per share amounts) is prepared on a consistent basis with IFRS applicable to interim financial reporting including IAS 34, and is derived from, and should be read in conjunction with, our Annual Financial Statements, our consolidated financial statements for the year ended December 31, 2019, and the interim condensed consolidated financial statements for each of the quarters in 2020 and 2019.

Condensed interim consolidated statements of loss and comprehensive income (loss):

(In 000’s of dollars except per share Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31
amounts) 2020 2020 2020 2020 2019 2019 2019 2019
Net income (loss) attributable to the $ $ $ $ $ $ $ $
shareholders:
Net income (loss) for the period (3,223) 12,866 (1,807) (354) (4,401) (2,931) (2,834) (1,416)
Exchange differences on translating 1,375 520 411 (1,109) 123 (197) 108 128
foreign operations
Basic and diluted income (loss) per (0.01) 0.05 (0.01) (0.00) (0.02) (0.01) (0.01) (0.01)
share

Exploration expenditures of $3.55 million, foreign exchange losses of $1.03 million, and wages and benefits of $0.66 million were the largest contributors to the loss during the three months ended December 31, 2020. Exploration expenditures during the three months ended December 31, 2020 were primarily due to the Black Pine drill program, attributable to $2.95 million of the expenditures. Also contributing to the loss, the Company recognized foreign exchange losses of $1.03 million as a result of the 4.9% weakening of the USD compared to the Canadian dollar in the three-month period ended December 31, 2020 as compared to the three-month period ended September 30, 2020. Other income (expenses) of $2.12 million during the three months ended December 31, 2020 was lower than the $17.18 million recognized in the comparative period, primarily due to the net gain on sale on

12

the sale of the Company’s interest in Halilağa of $19.10 million in the third quarter. The loss was partially offset by the $3.17 million gain recognized on the Baxter Spring Agreement.

During the three months ended September 30, 2020, the largest contributor to net income was the net gain on the sale of the Company’s interest in Halilağa of $19.10 million. This was partially offset by a higher loss from operations than in the previous quarter primarily due to increased exploration and evaluation expenditures of $0.83 million as a result of the Black Pine drill program, and a $1.83 million loss recognised on the change in fair value of other financial assets in the period, primarily due to the change in fair value of the NPD Shares and the Ely Warrants.

The three months ended June 30, 2020 showed higher losses than in the previous quarter primarily due to increased exploration and evaluation expenditures of $1.96 million as a result of the Black Pine drill program, and a $1.53 million decrease in other income due to consideration received on the sale of our 15% NPI on the Regent property in the prior quarter. This was partially offset by the change in fair value of other financial assets gain of $1.81 million primarily due to the change in fair value of the Ely Warrants.

During the three months ended March 31, 2020, exploration expenditures of $0.79 million, stock-based compensation of $0.67 million, wages and benefits of $0.35 million and office and general of $0.17 million were the largest contributors to the loss. In comparison to the previous quarter, the loss is offset by $1.06 million primarily due to an increase in other income from consideration received on the sale of our 15% NPI on the Regent property for $0.8 million and 2,000,000 Ely Warrants, and consideration received of $0.03 million and 2,500,000 Fremont Shares.

The three months ended December 31, 2019 showed higher losses than in the previous quarter primarily due to increased stock-based compensation expenditures of $0.73 million which is attributable to the grant of RSUs which vested immediately, and the Options granted to Directors of the Company which also vested immediately. The higher loss is also attributable to wages and benefits of $0.34 million due to the bonus paid in the period, and higher foreign exchange losses in the period of $0.31 million. Increases to the loss were partially offset by the change in fair value of other financial assets of $0.08 million, and decreased exploration and evaluation expenditures of $0.03 million.

The three months ended September 30, 2019 showed higher losses than in the previous quarter primarily due to increased exploration and evaluation expenditures of $0.39 million which is attributable to a $0.82 million increase in exploration activities at Black Pine as a result of two drills operating on the property beginning in July 2019. This was partially offset by decreased exploration and evaluation expenditures at Goldstrike of $0.38 million, a $0.16 million foreign exchange gain, and a $0.04 million change in fair value of other financial assets.

The quarter ended June 30, 2019 showed higher losses than in the previous quarter primarily due to increased exploration and evaluation expenditures of $1.29 million as a result of the commencement of the Black Pine and Goldstrike RC drill programs on April 23, 2019. A $0.14 million change in fair value of other financial assets also contributed to the overall loss for the quarter, offset by a $0.04 million decrease in stock-based compensation costs due to the vesting of the final tranche of the December 18, 2017 RSU grant on March 31, 2019.

During the three months ended March 31, 2019, exploration expenditures of $0.67 million, wages and benefits of $0.36 million, office and general of $0.18 million and stock-based compensation of $0.08 million were the largest contributors to the loss. In comparison to the previous quarter, the loss has decreased by $0.61 million, primarily as a result of fewer exploration and evaluation expenditures in the first quarter of 2019. Also contributing to the decrease in loss is the $0.08 million stock-based compensation expense for the three months ended March 31, 2019 as compared to $0.22 million in the comparative period. The change is due to the December 18, 2018 RSU grant which vested immediately.

RELATED PARTY TRANSACTIONS

Administration and Technical Services Agreement - Oxygen Capital Corporation

In 2012, the Company entered into an administration and technical services agreement with Oxygen, a related party. Oxygen is a private company currently owned by three directors of the Company (Dr. O’Dea, Mr. McInnes, and Mr. Tetzlaff) and enables the member companies to synergise the use of resources such as administrative services and staff with no markups. Dr. O’Dea, Mr. McInnes and Mr. Tetzlaff receive no additional remuneration resulting from this arrangement from Liberty, other than their fees received as directors of the Company.

The following are the services Oxygen provides the Company, pursuant to the Oxygen Agreement, on a costrecovery basis, which are invoiced and settled on a monthly basis:

13

  • administrative services and staff on an as-needed basis, and

  • access to, and the use of assets located in, office space leased by Oxygen.

Liberty Gold shares a head office with other private and public companies each of which has an arrangement with Oxygen. Oxygen allocates the costs of personnel (plus applicable benefits), assets and infrastructure to the various companies based upon the estimated pro-rated use by personnel on Company activities. Oxygen exists to consolidate employees and office infrastructure in one entity so that costs may be more efficiently allocated. Oxygen does not mark-up costs or charge a fee to the Company.

Employees of Oxygen providing services to the Company do so pursuant to a secondment agreement and take direction from the President & Chief Executive Officer and Chief Financial Officer of the Company. The Chief Financial Officer is an employee of Oxygen, whose salary and applicable benefits are paid by the Company under the same terms as other Oxygen personnel.

Transactions with Oxygen during the year ended December 31, 2020 totalled $0.56 million. As at December 31, 2020, the Company held a payable to Oxygen of $0.05 million (paid subsequent to period end) and a deposit of $0.13 million with Oxygen for use against the final three months of service upon termination of the arrangement.

Compensation of key management personnel

Key management includes members of the Board, the President and Chief Executive Officer, the VP Exploration & Geoscience, the Chief Financial Officer & Corporate Secretary, and the Turkish Country Manager.

The aggregate total compensation recognised in the financial statements, is shown below (in millions):

Year ended December 31,
2020 2019
Salaries, bonuses, and other short-term employee benefits $1.26 $1.26
Share-basedpayments $1.43 $0.71
Total $2.69 $1.97

LIQUIDITY AND CAPITAL RESOURCES

The properties in which we currently have an interest are in the exploration and development stage. We have no revenue-producing operations and earn only minimal income through investment income on treasury, and management fees from joint venture projects at which we are the operator, the proceeds from property option agreements, or as a result of the disposal of an exploration asset. Accordingly, we are dependent on external financing, including the proceeds of future equity issuances or debt financing, to fund our activities. Circumstances that could impair our ability to raise additional funds, or our ability to undertake transactions, are discussed in our AIF under the heading "Risk Factors." There is no assurance that we will be able to raise the necessary funds through capital raisings in the future. In particular, the Company’s access to capital and its liquidity will be impacted by global macroeconomic trends, fluctuating commodity prices and general investor sentiment for the mining and metals industry. There are no known restrictions on the ability of our subsidiaries to transfer or return funds to the parent company in Canada.

As at the date of this MD&A, the Company has approximately $17.83 million available in cash, cash equivalents, and short-term investments. With no debt, the Company’s working capital balance as at the date of this MD&A is approximately $17.41 million. With the initial option payment already received and future expected option payments from the Kinsley Transaction, and the $10 million already received as well as the future receipt of the Halilağa Staged Payments pursuant to the Halilağa Agreement, the Company expects to have sufficient funds to meet its exploration expenditure commitments through to the end of 2021 and beyond. We have not issued any dividends and management does not expect this will change in the near future.

On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned exploration, development, permitting activities, and committed administrative costs, to ensure that adequate levels of working capital are maintained. We believe that this approach, given the relative size of Liberty Gold, is reasonable. Management believes that available funds are sufficient for current planned operations for at least the next 12 months, assuming no other factors change and with appropriate liquidity management.

14

Contractual obligations

Mineral Properties and Capital Expenditures

We have obligations in connection with certain of our mineral property interests that require either:

i) cash payments to be made to the government or underlying land or mineral interest owners; or

ii) minimum expenditure requirements in order to maintain our rights to such mineral interests.

Although most of our property obligations (including minimum annual expenditure requirements at Kinsley and on certain parcels of land at Goldstrike) are eliminated should we choose to no longer invest funds exploring the particular property, we have certain notable obligations:

Kinsley and TV Tower

Pursuant to the respective operating agreements and elections by members to participate or not in funding the 2021 Program and Budget for each project, the Company must incur its pro rata share of the approved budgets for Kinsley and TV Tower. Total approved budget for 2021 for TV Tower is $0.61 million, TMST has elected not to participate in the 2021 program and budget and the Company will contribute 100% of funding for the year. TMST’s interests in TV Tower will be diluted commensurate with the Company’s contribution to the project.

Pursuant to the terms of the Kinsley Agreement, the Company has not budgeted expenditures at Kinsley for 2021 as under the terms of the Kinsley Agreement, New Placer Dome is expected to cover all minimum expenditures required in order to maintain the lease as described in the next section.

Advance Royalty Payments & Minimum Annual Exploration Expenditures

In accordance with certain underlying lease agreements, we are required to make advance royalty payments (" ARPs ") to the underlying property owners of the Kinsley project of $0.20 million as well as meet minimum annual exploration expenditures. Aggregate advance ARPs will be credited against future NSR payments payable from production . Under the terms of the Kinsley Agreement, New Placer Dome will assume Liberty’s portion of the obligation to make lease payments.

The Company has the right to terminate the lease by giving thirty days advance notice and returning the Company’s interest in the property to the underlying property holder, and therefore release the Company of any further commitment to pay ARPs or meet minimum exploration expenditures.

Leases

Total future minimum lease payments, for agreements outside the scope of IFRS 16 – Leases (“ IFRS 16 ”), as at December 31, 2020 are as follows:

Year Year
2021 $0.06million
2022 $0.04million
2023+ -
$ 0.10 million

Indemnifications

As described in our AIF, Liberty Gold is party to certain agreements giving rise to certain indemnifications for losses suffered or incurred by the counterparty to such agreements. There have been no claims or notices in regard to any such indemnifications. Liberty Gold remained liable under certain of these indemnifications until April 6, 2017; however, those indemnifications in respect of claims for taxes remain in place until 60 days after the end of the relevant statutory limitation period, which in the state of Nevada is ten years.

Surety Bonds

The Company has an agreement with a third-party for its $2.15 million bond requirements in the United States for surety bonds of the same amount. The bonds are held in favour of the BLM and the United States Forestry Service (the " USFS ") as financial support for environmental reclamation and exploration permitting. The surety bonds are secured by a $0.32 million deposit (as at the date of this MD&A) and are subject to fees competitively determined in the marketplace. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and USFS as beneficiaries of the different instruments will return the instrument to the issuing entity. As these instruments are associated with ongoing and active exploration properties, they will remain

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outstanding until the earlier of the date that the Company has discharged its remediation obligations or determines to self-fund the underlying bonding obligations.

Investments

At the effective date of this MD&A, the market value of our portfolio of investment holdings, comprising securities in exploration companies, is $5.09 million, of which $4.77 million in attributable to equity securities and $0.32 million is attributable to warrants.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than those discussed under "Surety Bonds".

LEGAL MATTERS

Liberty Gold is not currently and has not at any time during our most recently completed financial year, been a party to, nor has any of its property interests been the subject of, any material legal proceedings or regulatory actions.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Estimates and judgments are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Factors that could affect these estimates are discussed in our AIF, under the heading, “Risk Factors”. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Further information on management’s judgments, estimates and assumptions and how they impact the various accounting policies are described below and also in the relevant notes in the Annual Financial Statements.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the consolidated financial statements.

  • (i) Functional currency: The functional currency for the parent entity, and each of its subsidiaries and associates, is the currency of the primary economic environment in which the entity operates. The US and Turkish subsidiaries of the parent entity have a US dollar functional currency, while the parent entity itself, and its remaining subsidiaries, have a Canadian dollar functional currency.

Determination of functional currency involves certain judgments to determine the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

  • (ii) Review of asset carrying values and impairment assessment: In accordance with the Company’s accounting policy, each asset is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset is measured at the higher of value in use and fair value less costs to sell. The most significant assets assessed for impairment include the value of the Company’s investment interests in associates, assets held for sale, and the carrying value of its exploration and evaluation assets. Management makes significant judgments in assessing whether certain factors would be considered an indicator of impairment, which includes the rights to explore in the specific area, the planned substantive expenditure on further exploration for and evaluation of mineral resources and whether sufficient data exists to indicate that extracting the resources will not be technically feasible or commercially viable.

Exploration and evaluation assets and expenditures: The application of the Company’s accounting policy for exploration and evaluation assets and expenditures requires judgment to determine whether future economic benefits are probable, from either future development or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves. There is no assurance the Company has, or will have, commercially viable ore bodies. There is no assurance that the Company will be able to arrange sufficient financing to bring ore bodies into production.

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  • (iii) Assets held for sale classification: Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. The Company applies judgment in determining whether certain noncurrent assets meet the highly probable criteria at the reporting date. To assess whether a sale will be completed within one year from the date of classification, we have assessed a variety of considerations, including the receipt of required regulatory approvals, and the completion of financing by a potential buyer.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

  • (i) Exploration and evaluation assets: In addition to applying judgment to determine whether it is probable that future economic benefits will arise from the Company’s exploration and evaluation assets, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Company has to apply a number of estimates and assumptions.

The publication of a resource pursuant to NI 43-101, is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e., measured, indicated or inferred). The estimates directly impact when the Company defers its exploration and evaluation assets. Any such estimates and assumptions may change as new information becomes available. If information becomes available suggesting the recovery of acquisition costs is unlikely, the relevant capitalised amount is written off in the statement of profit or loss and other comprehensive income in the period when the new information becomes available.

  • (ii) Fair value measurement on consideration towards the Kinsley Agreement: The Company has applied estimates in determining the fair value of the $4.10 million consideration received from New Placer Dome. as consideration towards the Kinsley Agreement, and its classification as a financial instrument at fair value through profit and loss.

  • (iii) Fair value on recognition of guaranteed staged payments on the sale of Halilağa: The Company has applied estimates in determining the fair value on initial recognition of the Halilağa Staged Payments to be received from Cengiz as consideration on the sale of its interest in the Halilağa property.

Risks Associated with Financial Instruments

We are exposed in varying degrees to a variety of financial instrument related risks. The Board provides oversight of our risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. We manage our capital in order to meet short term business requirements, through preparation and management of detailed budgets, taking into account cash flows from operations, expected capital expenditures and our holdings of cash and cash equivalents. We may from time to time have to issue additional Common Shares to ensure there is sufficient capital to meet our longterm objectives. Our financial liabilities of trade payables and accrued liabilities are payable within a 90-day period and are expected to be funded from the available balance of cash and short-term investments.

Market Risk

The significant market risk to which we are exposed is foreign exchange risk. The results of our operations are exposed to currency fluctuations. To date, other than through transactions on our mineral properties, we have raised funds entirely in C$. The majority of our mineral property expenditures are incurred in USD. The fluctuation of the C$ in relation to the USD and Turkish Lira (" TL ") will have an impact on Liberty Gold’s financial results.

Further, although only a portion of our expenditures, including General and Administrative costs are incurred in Canadian dollars, we record our assets located in Canada in C$. As our operating results and financial position

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are reported in the consolidated financial statements in USD, there may also be an impact to the value of Liberty Gold’s assets, liabilities, and shareholders’ equity as a result of the fluctuation of the C$ compared to the $.

A 10% increase or decrease in the exchange rate of the USD relative to the C$ would result in a $0.65 million increase or decrease respectively in the Company’s cash and short-term investment balance as at December 31, 2020. Although our exposure relating to operating activity in Turkey from fluctuations of the TL remains minimal given the nature, type, and currency of expenditure (USD), recent volatility in that currency relative to the USD has increased the potential for an impact on the Company’s cash and short-term investment balances. We have not entered into any derivative contracts to manage foreign exchange risk at this time.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The credit risk is limited to the carrying value amount on the consolidated statement of financial position. Liberty Gold’s credit risk is primarily attributable to its liquid financial assets and the receivables due pursuant to the Halilağa Agreement (the “ Halilağa Receivables ”):

  • a) The Company limits exposure to credit risk and liquid financial assets primarily through maintaining its cash and short-term investments with high credit quality banking institutions in Canada, the USA and Turkey. Credit risk is mitigated on these financial instruments in accordance with the Company’s investment policy.

  • b) The credit risk exposure to the Halilaga Receivables, is mitigated through the bank guarantees by T.C. Ziraat Bankasi A.Ş. (“ Ziraat Bank ”). Ziraat Bank is rated a B1 by Moody’s Corporation.

Interest Rate Risk

We are subject to interest rate risk with respect to our investments in cash and cash equivalents. Our current policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders by diversifying investments with a number of different highly rated financial institutions. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

Fair Value Estimation

For the majority of the Company’s financial assets and liabilities, the carrying value approximates their estimated fair value due to their short-term nature. The carrying value of the Halilağa Receivables were recognised at fair value; there have been no significant changes in the underlying credit risk of the Halilağa Receivables or their fair value since recognition.

OUTSTANDING SHARE DATA

There were 255,491,893 Common Shares and 25,471,312 Warrants issued and outstanding as at December 31, 2020, and 262,899,035 Common Shares and 20,711,750 Warrants issued and outstanding as at the date of this MD&A.

As at December 31, 2020, there were 17,519,666 Options outstanding issued to directors, officers, employees, and key consultants of the Company, of which 12,713,839 are exercisable. As at the date of this MD&A, there are 15,633,115 Options outstanding, of which 10,797,288 are exercisable.

As at December 31, 2020, there were 2,576,039 RSUs outstanding issued pursuant to the Company’s RSU plan, of which 1,389,376 had vested and were payable. As at the date of this MD&A, there were 2,522,259 RSUs outstanding, of which 1,335,596 had vested and were payable.

As at December 31, 2020, there were 2,133,986 DSUs outstanding and as at the date of this MD&A there were 2,155,983 DSUs outstanding issued, pursuant to the Company’s DSU plan.

PROPOSED TRANSACTIONS

As is typical of the mineral exploration and development industry, we are continually reviewing potential merger, acquisition, investment, divestiture and joint venture transactions and opportunities that could enhance shareholder value. We are also continually reviewing and discussing opportunities with third parties regarding the sale of non-strategic properties in our portfolio. There is no guarantee that any contemplated transaction will be concluded.

With the exception of the Kinsley Transaction and continuing discussions with Teck and various third parties to unlock the value and potential of our remaining Turkish business, there are no proposed asset or business acquisitions or dispositions before the Board for consideration. While we remain focused on our plans to continue exploration and development on our material properties, should we enter into agreements in the future on new

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properties, we may be required to make cash payments and complete work expenditure commitments under those agreements.

INDUSTRY AND ECONOMIC FACTORS THAT MAY AFFECT OUR BUSINESS

Economic and industry risk factors that may affect our business, in particular those that could affect our liquidity and capital resources, are as described under the heading "Risk Factors" in our AIF, available on the Company’s SEDAR profile at www.sedar.com. In particular, there are currently significant uncertainties in capital markets impacting the availability of equity financing for the purposes of mineral exploration and development. There are also significant uncertainties relating to the global economy, economy (including due to the recent outbreak of the novel coronavirus (COVID-19), political uncertainties and increasing geopolitical risk, increased volatility in the prices of gold, copper, other precious and base metals and other minerals, as well as increasing volatility in the foreign currency exchange markets which impact our business and may impact our ability to remain a going concern.

On March 11, 2020, the World Health Organization (WHO) assessed the novel coronavirus (COVID-19) as a pandemic. This assessment by the WHO was not unexpected given the virus had been circulating in various parts of the world. The effect of the COVID-19 virus and the actions recommended to combat the virus are changing constantly.

The impact that COVID-19 has had on the Corporation’s operations, including its exploration activities, has so far been limited, but as variants present themselves and regulations change, this impact could increase. Overall, the key risks related to exploration activities currently relate to (a) availability of assay services; (b) the procurement of goods and potential supply chain issues; (c) permitting delays; and (d) impact to both site-based personnel and head office personnel. Assay labs have a long backlog due to closures and staff distancing in laboratories, this may continue to impact the pace of exploration activities.

Site activities have been and continue to be affected by government mandated travel restrictions, restrictions on personnel working in close proximity and possible quarantine requirements.

Obtaining necessary permits and other government and regulatory documents has been subject to delays due to offices being manned part time and delays with the postal and courier services due to increased demand.

In addition, the actual and threatened spread of COVID-19 globally could continue to negatively impact stock markets, including the trading price of the Corporation’s Common Shares, and could adversely impact the Corporation’s ability to raise capital. Any of these developments, and others, could have a material adverse effect on the Corporation’s business.

In addition, while the ongoing volatility in the price of gold and copper and continued uncertainties in capital markets do not have a direct impact on the Company’s ability to carry out exploration, the Company may be impacted should it become more difficult to gain access to capital (e.g., debt or equity financing for the purposes of mineral exploration and development) when and if needed and may need to modify or curtail its exploration and development programs. Difficulty in accessing capital on favourable terms may limit the Company’s ability to develop and/or further explore the mineral properties in which we have an interest and may limit our ability to meet capital calls with respect to our associates.

The specific risks noted in our AIF and others in particular relating to permitting for operations, may limit the Company’s ability to develop and/or further explore its mineral property interests and may limit the ability of the Company to satisfy expenditure requirements on our material projects.

OTHER RISKS AND UNCERTAINTIES

The Company’s operations are subject to a number of risks and other uncertainties, including risks related to the Company’s foreign operations, government, environmental and other regulations and operating costs. Occurrence of various factors and uncertainties of risk cannot be accurately predicted and could cause actual results to differ significantly from our current expectations and result in a material adverse effect on the Company’s operations, liquidity, or ultimate profitability. A comprehensive discussion of these risks and uncertainties are set out in our AIF. The reader is directed to carefully review this discussion for a proper understanding of these risks and uncertainties.

CONTROLS AND PROCEDURES

Internal Controls over Financial Reporting

Management is responsible for the design of Liberty Gold’s internal controls over financial reporting (" ICFR ") as required by National Instrument 52-109–Certification of Disclosure in Issuers’ Annual and Interim Filings.

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ICFR is intended to provide reasonable assurance regarding the preparation and presentation of material financial information for external purposes in accordance with applicable generally accepted accounting principles. Internal control systems, no matter how well designed, have inherent limitations.

Liberty Gold’s officers certify the design of Liberty Gold’s ICFR using the Internal Control – Integrated Framework (2013) issued by The Committee for Sponsoring Organizations of the Treadway Commission. Based on a review of its internal control procedures at the end of the period covered by this MD&A, Liberty Gold’s Chief Executive Officer and Chief Financial Officer, based on their evaluation as of December 31, 2020, have determined that the Company’s internal controls over financial reporting have been effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. There were no changes to the internal controls over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is investigating a cyber-scam in the first quarter of 2021 that resulted in the Company paying $0.3 million to a fraudster masquerading as a legitimate vendor. As a result of the cyber-scam, the Company has clarified its internal control procedures regarding payments and believes this isolated incident committed by an unknown third party does not indicate that there exists a reasonable possibility that the Company’s ICFR will fail to prevent or detect in a timely manner a material misstatement of a financial statement amount or disclosure. The Company has determined that this incident does not represent a material weakness in the design or operation of the Company’s ICFR as at December 31, 2020.

Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclosure Controls and Procedures

Disclosure controls and processes have been designed to ensure that information required to be disclosed by Liberty Gold is compiled and reported to management as appropriate to allow timely decisions regarding required disclosure. Liberty Gold’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of December 31, 2020, that the disclosure controls and procedures are effective in providing reasonable assurance that material information related to Liberty Gold is made known to them by employees and third-party consultants working for Liberty Gold and its subsidiaries. There have been no significant changes in our disclosure controls and procedures during the year ended December 31, 2020.

While Liberty Gold’s Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and processes will provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and processes will prevent all errors and frauds. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

SUBSEQUENT EVENTS NOT OTHERWISE DESCRIBED HEREIN

With the exception of activities described in this MD&A, there were no further subsequent events.

ADDITIONAL INFORMATION

For further information regarding Liberty Gold, refer to Liberty Gold's AIF and other continuous disclosure filings with the Canadian securities regulatory authorities available under Liberty Gold’s company profile on SEDAR at www.sedar.com.

APPROVAL

The Audit Committee of the Board has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it of us and will be posted to our website at www.Libertygold.ca.

(signed) “Cal Everett” (signed) “Joanna Bailey” Cal Everett Joanna Bailey President and Chief Executive Officer Chief Financial Officer and Corporate Secretary March 26, 2021

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SCIENTIFIC AND TECHNICAL DISCLOSURE

The written disclosure of technical information in the MD&A has been approved by Moira Smith, Ph.D., P.Geo., Liberty Gold Vice-President Exploration and Geoscience, and a Qualified Person (" QP ") for the purposes of NI 43-101. Dr. Smith reviewed and validated that the scientific or technical information contained in this MD&A is consistent with that provided by the QPs responsible for the NI 43-101 Technical Reports for the respective projects and has verified the technical data disclosed in this document relating to those projects in which the Company holds an interest. Dr. Smith has consented to the inclusion of the Technical Information in the form and context in which it appears in this MD&A. Dr. Smith has verified that the historic data herein, including the results of drilling, sampling, and assaying by previous operators, is reliable. Historic data largely predate the introduction of NI 43-101 and modern quality assurance and quality control protocols and therefore there are limitations on the level of verification that can be achieved.

Unless otherwise indicated, Liberty Gold has prepared the technical information in this MD&A (" Technical Information ") based on information contained in the following technical reports:

  • “Technical Report of the Black Pine Gold Project, Cassia County, Idaho, USA” effective July 23, 2018 and signed September 7, 2018, prepared by prepared by Michael M. Gustin, CPG, of Mine Development Associates of Reno, Nevada, Moira T. Smith, Ph.D., P.Geo., Vice President, Exploration and Geoscience, Liberty Gold and William A. Lepore, M.Sc., P.Geo., Senior Project Geologist, Liberty Gold. Mr. Gustin is independent of Liberty Gold Corp and all its subsidiaries;

  • “Preliminary Economic Assessment and Independent Technical Report for the Goldstrike Project, Washington County, Utah USA”, effective February 8, 2018 and dated July 16, 2018 co-authored by Independent Qualified Persons Bob McCarthy, P.Eng. Valerie Sawyer, SME, David Rowe, CPG and Neil Winkelmann, FAusIMM of SRK Consulting (Canada) Inc.; Gary Simmons, MMSA of GL Simmons Consulting, LLC; James N. Gray, P.Geo. of Advantage Geoservices Ltd; George Lightwood, SME, Russell Browne, P.E. and Michael Bidart, P.E. of Golder Associates Inc.;

  • “Updated Technical Report and Estimated Mineral Resources for the Kinsley Project, Elko and White Pine Counties, Nevada, USA”, effective October 15, 2015, and dated December 16, 2015 as prepared by Michael M. Gustin, CPG, Moira Smith, Ph.D., P.Geo., and Gary Simmons, B.Sc. MMSA;

  • “Independent Technical Report for the TV Tower Exploration Property, Çanakkale, Western Turkey”, effective January 21, 2014, and dated February 20, 2014, as prepared by Casey M. Hetman, P.Geo. with SRK Consulting (Canada) Inc., James N. Gray, P. Geo. of Advantage Geoservices Ltd., and Gary Simmons, BSc, Metallurgical Engineering, of G L Simmons Consulting, LLC; and

  • “Revised Preliminary Economic Assessment Technical Report for the Halilağa Project, Turkey”, effective December 20, 2014 and dated February 16, 2015, as prepared by Gordon Doerksen, P. Eng., Dino Libertyto, P.Eng. and Stacy Freudigmann, P.Eng. of JDS Energy and Mining Inc.; Greg Abrahams, P.Geo and Maritz Rykaart, P.Eng. of SRK; Gary Simmons of GL Simmons Consulting LLC.; Garth Kirkham, P.Geo. of Kirkham Geosystems Ltd.; and James Gray, P.Geo. of Advantage Geoservices Ltd.;

and news releases (collectively the " Disclosure Documents ", each prepared by or under the supervision of a QP) available under the Company’s profile on SEDAR at www.sedar.com. The Disclosure Documents are each intended to be read as a whole, and sections should not be read or relied upon out of context. The Technical Information is subject to the assumptions and qualifications contained in the Disclosure Documents. Readers are encouraged to review the full text of the Disclosure Documents qualifying the Technical Information. Readers are advised that mineral resources that are not mineral reserves do not have demonstrated economic viability.

Mineral resource estimates are only estimates and no assurance can be given that any particular level of recovery of minerals will be realized or that an identified resource will ever qualify as a commercially mineable or viable deposit which can be legally and economically exploited. In addition, the grade of mineralization ultimately mined may differ from that which is indicated by drilling results, and the difference may be material. Furthermore, readers are cautioned that the Goldstrike PEA is preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the Goldstrike PEA will be realized. Further studies, including engineering and economics, are required (typically as a PreFeasibility Study) with regards to infrastructure and operational methodologies. Additional disclosure and cautionary notes relating to the Goldstrike PEA are summarized in the AIF.

Cautionary Notes Regarding Forward-Looking Statements

This MD&A, contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including statements or information concerning, future financial or operating performance of Liberty Gold and its business, operations, properties and condition; the potential quantity, recoverability and/or grade of minerals, the potential size of a mineralized zone or potential expansion of mineralization, proposed

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exploration and development of Liberty Gold’s exploration property interests, the timing and results of mineral

resource estimates and PEAs and the Company’s anticipated expenditures.

Forward-looking statements and forward-looking information is often, but not always, identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things, the receipt of the staged payments under the Kinsley Transaction and the Baxter Spring Agreement, as well as the Halilağa Staged Payments, assumptions about future prices of gold, copper, silver, and other metal prices, changes in the worldwide price of other commodities such as coal, fuel and electricity, fluctuations in resource prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time; future issuances of Common Shares and Warrants; obtaining renewals for existing licences and permits and obtaining required licences and permits, labour stability, stability in market conditions, availability of equipment, timing of the publication of any resources, accuracy of any mineral resources or PEAs; the timing and likelihood of deployment of additional drill rigs to our projects, proposed additional metallurgical testing, the timing and amount of estimated future production, illustrative costs of production and mine life of the various mineral projects of Liberty Gold, successful resolution of disputes (if any) and anticipated costs and expenditures, the interpretation and actual results of historical production at certain of our exploration properties, as well as specific historic data associated with and drill results from those properties, and the reliance on technical information provided by our joint venture partners or other third-parties; the timing and amount of estimated capital, operating and exploration expenditures, costs and timing of the development of new deposits and of future exploration, acquisition and development activities, estimated exploration budgets and timing of expenditures and community relations activities; satisfaction of expenditure obligations under any agreements to which the Company is a party, government regulation of mining operations, environmental risks and reclamation expenses, title disputes, the ability to maintain or convert the underlying licences for TV Tower in accordance with the requirements of applicable mining laws in Turkey; government regulation of exploration and mining operations, and the application thereof in accordance with the rule of law, including any restrictions due to the recent pandemic of the novel coronavirus (COVID-19); the timing and possible outcome of regulatory and permitting matters; successful resolution of any challenges to any environmental impact assessments that might arise in the future, the impact of archaeological, cultural or environmental studies within the property areas, anticipated costs and expenditures and our ability to achieve our goals. While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements and forward-looking information. Many assumptions are based on factors and events that are not within the control of Liberty Gold and there is no assurance they will prove to be correct.

Statements relating to mineral reserves and resources are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the mineral reserves and resources described exist in the quantities predicted or estimated and may be profitably produced in the future. Estimated values of future net revenue do not represent fair market value. There is no certainty that it will be commercially viable to produce any portion of the resources.

Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or forward-looking information. Such factors include, among others: general business, economic, competitive, political, regulatory and social uncertainties, including those relating to internal political or military unrest and due to the recent pandemic of the novel coronavirus (COVID-19); fluctuations in and the future price of gold, copper, silver and other metal prices; disruptions or changes in the credit or securities markets and market fluctuations in prices for Liberty Gold’s securities; the timely receipt of regulatory approvals; potential dilution of Common Share voting power or earnings per share as a result of the exercise of Options, RSUs, DSUs, or Warrants, future financings or future acquisitions financed by the issuance of equity; discrepancies between actual and estimated mineral reserves and resources; changes in project parameters as plans continue to be refined; changes in labour costs or other costs of production; possible variations of mineral grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry, including but not limited to environmental risks and hazards, flooding, rock bursts and other acts of God or natural disasters or unfavourable operating conditions and losses; political instability, hostilities, military coups or attempts thereof, insurrection or acts of war or terrorism; expropriation of property without fair compensation; adverse determination or rulings by governmental authorities; adverse actions by governmental authorities; changes in policy relating to the extractive industries or in the personnel administering them; the speculative nature of mineral exploration and development, including the risk of diminishing quantities or grades of mineralization; Liberty Gold’s ability to renew existing licences and permits or obtain required licences and permits; changes in government legislation and regulation

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including pursuant to the Canadian Extractive Sector Transparency Measures Act (Canada); requirements for future funding to satisfy contractual obligations and additional capital needs generally; uncertainties associated with minority interests and joint venture operations; risks arising from having the majority of the Company’s operations occur in foreign jurisdictions, those associated with the Company’s indemnified liabilities and the potential for increased infrastructure and/or operating costs or reclamation costs; the risks involved in the exploration, development and mining business generally; and the factors discussed in the section entitled “Risk Factors” in the AIF. Although we have attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward looking statements or forward-looking information, there may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.

Forward-looking statements and forward-looking information contained herein are made as of the date of this MD&A and we disclaim any obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information.

Except for statements of historical fact, information contained herein or incorporated by reference herein constitutes forward-looking statements and forward-looking information. Liberty Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers should not place undue reliance on forward-looking information. All forward-looking statements and forward-looking information attributable to us is expressly qualified by these cautionary statements.

Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration; however, there is no certainty that these inferred mineral resources will be converted into mineral reserves once economic considerations are applied. The mineral resource estimates referenced in this MD&A use the terms " Indicated Mineral Resources " and " Inferred Mineral Resources ". While these terms are defined in and required by Canadian regulations (under NI 43-101), these terms are not recognized by the U.S. Securities and Exchange Commission (" SEC "). "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Liberty Gold is not an SEC registered company.

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