Liberty Gold : Management Information Circular 2022

Liberty Gold Corp.

Notice of Annual Meeting of Shareholders

April 21, 2022

Management Information Circular

April 21, 2022

Dear Shareholders,

On behalf of the board of directors (the "Board") of Liberty Gold Corp. (the "Corporation" or "Liberty Gold"), I would like to invite you to attend the Annual Meeting of Shareholders of Liberty Gold (the "Meeting"), to be held on June 9, 2022 at 2:00 p.m., Vancouver time, in the main boardroom, at the offices of Liberty Gold, 1900-1055 West Hastings St, Vancouver, B.C., V6E 2E9 and virtually, via live webcast online athttps://meetnow.global/M4M2PUX. The enclosed Management Information Circular provides important information and instructions about how to participate at the Meeting online.

Mr. Donald McInnes has chosen not to stand for re-election as a director at the Meeting in order to concentrate on other projects, on behalf of the rest of the Board and the team at Liberty Gold, I would like to thank him for all of his hard work and dedication to the Corporation over his ten-year tenure as a director.

At the Meeting, we will also update you on our projects and our plans for the future. You will also be able to speak to and ask questions of the Board and senior management. The enclosed Management Information Circular describes the business to be conducted at the Meeting. Shareholders will have an equal opportunity to attend, ask questions and vote at the Meeting in person or online regardless of their geographic location.

It is important that you exercise your vote, and all shareholders are strongly encouraged to vote prior to the Meeting by completing and returning your proxy form. We look forward to speaking with you at the Meeting.

Sincerely,

(Signed) "Calvin Everett"

Calvin Everett

President and Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ............................................................................................ I

MANAGEMENT INFORMATION CIRCULAR ............................................................................................................. 1

General Information ...................................................................................................................................................... 1

Corporate Background .................................................................................................................................................. 1

VOTING INFORMATION ................................................................................................................................................ 2

Solicitation of Proxies .................................................................................................................................................... 2

Notice-and-Access ......................................................................................................................................................... 2

Appointment and Revocation of Proxies .................................................................................................................. 3

Advice to Beneficial Holders of Securities ................................................................................................................ 3

Voting of Proxies ............................................................................................................................................................ 4

Attending and Voting Virtually at the Meeting ........................................................................................................ 4

Voting Securities and Principal Holders Thereof ..................................................................................................... 6

BUSINESS OF THE MEETING ........................................................................................................................................ 6

Receipt of Financial Statements .................................................................................................................................. 6

Election of Directors ...................................................................................................................................................... 6

Appointment of Auditor ............................................................................................................................................ 14

REPORT ON COMPENSATION .................................................................................................................................. 15

Executive Compensation ........................................................................................................................................... 15

Compensation of Directors ....................................................................................................................................... 30

INDEBTEDNESS OF OFFICERS AND DIRECTORS TO THE CORPORATION ................................................ 42

STATEMENT OF CORPORATE GOVERNANCE PRACTICES .............................................................................. 43

Corporate Governance Disclosure .......................................................................................................................... 43

OTHER INFORMATION ............................................................................................................................................... 54

Technical and Administrative Services Agreement .............................................................................................. 54

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ......................................................... 56

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................... 56

OTHER BUSINESS .......................................................................................................................................................... 56

ADDITIONAL INFORMATION .................................................................................................................................... 56

APPROVAL BY DIRECTORS ........................................................................................................................................ 57

SCHEDULE "A" MANDATE OF THE BOARD OF LIBERTY GOLD CORP. ...................................................... A-1

SCHEDULE "B" VIRTUAL AGM USER GUIDE ........................................................................................................ B-1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting (the "Meeting") of the shareholders ("Shareholders") of Liberty Gold Corp. (the "Corporation" or "Liberty Gold") will be held in the main boardroom at the Corporation's offices, 1900-1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, on Thursday, June 9, 2022, at 2:00 p.m. (Vancouver time) in order to:

• 1. receive the consolidated financial statements of the Corporation for the year ended December 31, 2021, and the auditor's report thereon;

• 2. elect those directors who will serve until the next annual meeting of Shareholders;

• 3. appoint auditors that will serve until the next annual meeting of Shareholders and authorize the directors to fix their remuneration; and

• 4. transact such other business as may properly be brought before the Meeting and any postponement or adjournment thereof.

In addition to holding the Meeting in person, the Corporation will also hold the Meeting in a virtual format, which will be conducted via live webcast online athttps://meetnow.global/M4M2PUX.Registered Shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online following the instructions under the heading "Voting Information - Attending and Voting Virtually at the Meeting" in the accompanying management information circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

The Board has fixed the close of business on April 21, 2022, as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment of the Meeting. Liberty Gold has prepared a list, as of the close of business on the Record Date, of the holders of Liberty Gold common shares ("Common Shares"). A holder of record of Common Shares whose name appears on such list is entitled to vote the Common Shares shown opposite such holder's name on such list at the Meeting.

DATED at Vancouver, British Columbia, this 21st day of April 2022.

By Order of the Board of Directors of Liberty Gold Corp.,

(Signed) "Joanna Bailey"

Joanna Bailey

Chief Financial Officer and Corporate Secretary

Shareholders are urged to complete and return the enclosed proxy or voting instruction form promptly. To be effective, Liberty Gold proxies must be received at the Vancouver office of Computershare Investor Services Inc. ("Computershare"), the Corporation's registrar and transfer agent, by 2:00 p.m. (Vancouver time) on June 7, 2022, or 48 hours (excluding Sundays, Saturdays and holidays) prior to any adjourned or postponed Meeting. Shareholders whose Common Shares are held by a nominee may receive either a voting instruction form or form of proxy and should follow the instructions provided by the nominee.

Proxies will be counted and tabulated by Computershare in such a manner as to protect the confidentiality of how a particular Shareholder votes except where they contain comments clearly intended for management, in the case of a proxy contest, or where it is necessary to determine the proxy's validity or to permit management and the Board to discharge their legal obligations to the Corporation or its Shareholders.

MANAGEMENT INFORMATION CIRCULAR

This management information circular, including all schedules hereto (the "Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of Liberty Gold Corp. (the "Corporation", or "Liberty Gold") to be used at the annual meeting of the holders of common shares of Liberty Gold ("Common Shares"), or any adjournment(s) or postponement(s) thereof (the "Meeting") to be held online athttps://meetnow.global/M4M2PUX and in the main boardroom at the Corporation's offices, 1900-1055 West Hastings St, Vancouver, British Columbia, V6E 2E9, on Thursday, June 9, 2022 at 2:00 p.m. (Vancouver time) for the purposes set forth in the Notice of Annual Meeting (the "Notice of Meeting") of Shareholders of the Corporation ("Shareholders") accompanying this Circular.

General Information

Except as otherwise stated, the information contained herein is given as of April 21, 2022. Figures in this Circular are expressed in United States dollars ("$" or "US$"), the same currency that the Corporation uses in its consolidated financial statements for the year ended December 31, 2021 (the "Annual Financial Statements"), unless otherwise stated. As at December 31, 2021, and April 21, 2022 (the effective date of this Circular), the value of the Canadian dollar ("C$"), based on the Bank of Canada's daily average exchange rate, was US$0.792 and US$0.798, respectively.

The Corporation's principal activity is the acquisition, exploration and development of mineral properties predominantly located in the Great Basin region of the United States, and the Corporation continues to hold its exploration and development assets in Turkey. The Corporation's material projects are the past producing Black Pine mine in Idaho ("Black Pine") and the Goldstrike project in Utah ("Goldstrike"). In Turkey, the Corporation also holds 64.4% of the TV Tower gold-copper-silver project ("TV Tower").

Corporate Background

Liberty Gold was incorporated as "7703627 Canada Inc." under the Canada Business Corporations Act ("CBCA")

on November 18, 2010. Articles of amendment were subsequently filed on November 29, 2010, to change the name of the Corporation to "Pilot Gold Inc." and then on May 9, 2017, to change the name to "Liberty Gold Corp.". At incorporation, Liberty Gold was a wholly owned subsidiary of Fronteer Gold Inc. ("Fronteer"). On February 3, 2011, Liberty Gold, Fronteer and Newmont Mining Corporation ("Newmont") entered into an arrangement agreement pursuant to which, on April 6, 2011: (i) Newmont acquired all of the outstanding common shares of

Fronteer by way of a plan of arrangement (the "Fronteer Arrangement"), and (ii) Liberty Gold acquired from subsidiaries of Fronteer, certain assets and assumed certain liabilities, including an early-stage portfolio of mineral exploration properties in Nevada, USA, joint venture interests in two prospective exploration properties in Turkey, and the corporate office assets in Canada, the United States and Turkey. Upon closing of the Fronteer Arrangement, Liberty Gold ceased to be a subsidiary of Fronteer, with approximately 80.1% of the Common Shares held by former shareholders of Fronteer, and approximately 19.9% of the Common Shares held by Newmont. The Common Shares began trading on the Toronto Stock Exchange ("TSX") on April 11, 2011, under the symbol "PLG" and since May 12, 2017, trade under the symbol "LGD". Newmont has since been diluted to below 5% interest.

In August 2014, the Corporation closed a plan of arrangement whereby it acquired all the issued and outstanding shares of Cadillac Mining Corporation, gaining 100% interest in the Goldstrike property in Utah. In March 2015, the Corporation completed the earn-in to a 60% interest in the TV Tower property in Turkey, which has since increased to 64.4% due to the dilution of the joint venture partner. In June 2016, the Corporation acquired the Black Pine project in Idaho.