STANDSTILL
AGREEMENT


 


THIS
AGREEMENT is made as of May 16th, 2017


 


	BETWEEN:	LIBERTY
                                         SILVER CORP., a corporation governed by the Nevada Corporations Code
	 	 
	 	(“Liberty”)
	 	 
	AND:	BG
                                         CAPITAL GROUP LTD., a corporation governed by the laws of Barbados
	 	 
	 	(“BGCG”)
	 	 
	AND:	BRUCE
                                         REID, an individual resident in the Province of Ontario, Canada
	 	 
	 	(“Reid”)
	 	 
	AND:	HOWARD
                                         CROSBY, an individual resident in the State of Washington, United States of America
	 	 
	 	(“Crosby”)
	 	 
	AND:	JOHN
                                         RYAN, an individual resident in the State of New Jersey, United States of America
	 	 
	 	(“Ryan”).



 


RECITALS:


 


	A.	BGCG
                                         beneficially owns 12,749,360 shares of common stock in the capital of Liberty (“Common
                                         Shares”) representing approximately 52.2% of the 24,469,395 issued and outstanding
                                         Common Shares of Liberty.
	 	 
	B.	BGCG
                                         has requested Reid, Crosby and Ryan to serve as directors and officers of Liberty and
                                         each of Reid, Crosby and Ryan has agreed to continue to serve as a director and as an
                                         officer of Liberty.
	 	 
	C.	As
                                         a condition of the continuation of the above described roles:



 


		(i)	BGCG
                                         has agreed to grant Reid, Crosby and Ryan options on certain Common Shares of Liberty
                                         and
	 	 	 
	 	(ii)	the parties hereto have agreed to enter into this Agreement.




 


	D.	By
                                         a series of option agreements dated the date hereof (collectively, the “Option
                                         Agreements”), BGCG has conditionally granted options to Reid, Crosby and Ryan
                                         to purchase 2,000,000, 1,000,000 and 1,000,000 Common Shares, respectively, in the capital
                                         of Liberty for aggregate consideration of Cdn$2,000,000, Cdn$1,000,000 and Cdn$1,000,000,
                                         respectively.



 




    	-1- 



    	 



    

 


	E.	BGCG,
                                         Robert Genovese and Reid have, at the request of the Canadian Securities Exchange, entered
                                         into a certain Voting Agreement and Power of Attorney amended and restated as of the
                                         16th day of May, 2017 (the “Voting Agreement”).



 


NOW
THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration of, among other things, the mutual promises contained
in the Agreement (the receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto), the Parties agree
as follows:


 


Article
I –

DEFINITIONS AND INTERPRETATION


 


	1.1	Definitions



 


Unless
the context otherwise requires, in this Agreement capitalized words, terms and phrases shall have the meanings ascribed to them
within this Agreement including the following:


 


“Adjusting
Event” means:


 


		(i)	any
                                         subdivision, consolidation, reclassification or exchange of the Common Shares into a
                                         different number or class of shares or other securities of the Corporation, and
	 	 	 
		(ii)	any
                                         merger, amalgamation, plan of arrangement, corporate reorganization or other transaction
                                         pursuant to which the Common Shares are exchanged for or converted into another security
                                         or securities of the Corporation or the securities of another corporation or entity.



 


“Affiliate”
means with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect
common Control with, such Person.


 


“Agreement”
means this agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the
terms hereof.


 


“Associate”
has the meaning ascribed to such term in the Securities Act (Ontario).


 


“Board”,
at any particular time, means the board of directors of the Corporation at the applicable time.


 


“Business
Day” means a day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario.


 


“Change
of Control Event” means any amalgamation, plan of arrangement, take-over bid, share-for-share exchange, merger, corporate
reorganization or other transaction pursuant to which Common Shares are issued or the issued and outstanding Common Shares are
exchanged for or converted into another class of security or securities or the securities of another corporation or entity pursuant
to which the shareholders of the Corporation immediately prior to such transaction hold fewer than fifty percent (50%) of the
issued and outstanding Common Shares (or equivalent securities thereto or the securities derived therefrom as a result of all
Adjusting Events) of the Corporation or the successor corporation or other entity, as the case may be, immediately following such
transaction.


 




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“Common
Share” means:


 


		(i)	at
                                         the date of this Agreement and at any time prior to an Adjusting Event occurring, one
                                         (1) share of common stock in the capital of Liberty as presently constituted and,
	 	 	 
		(ii)	at
                                         any other time on or after the occurrence of one or more Adjusting Events, such shares
                                         or securities of the Corporation or other corporation or entity resulting from one (1)
                                         share of common stock in the capital of the Corporation as at the date of this Agreement
                                         after all Adjusting Events occurring after the date of this Agreement up to and including
                                         the applicable time have been applied thereto.



 


“Control”
means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the
ownership of voting securities or otherwise, and the terms “Controlling” and “Controlled”
have meanings correlative to the foregoing.


 


“Convertible
Securities” means any rights, warrants, options, shares, agreements or other securities pursuant to which the holder
thereof may acquire any Common Shares.


 


“Corporation”
means, at any applicable time, Liberty or any successor corporation or entity resulting from any and all Adjusting Events up to
and including the applicable time.


 


“Governmental
Agency” means (i) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental
or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign,
(ii) any subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private
body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation
or taxing authority under or for the account of any of the foregoing.


 


“including”
means including without limitation.


 


“Laws”
means any law, statute, code, act, regulation, by-law, decree and order (including any regulation and order thereunder), policy
and guideline, or decision, ruling and judgment, of any Governmental Agency having jurisdiction and which is binding on the relevant
Person or Persons referred to in the context where such word is used.


 




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“Lock-Up
Period” means the period beginning on the date of this Agreement and ending on the earlier of:


 


	 	(i)	a Change of Control Event or
	 	 	 
	 	(ii)	May 1, 2024.




 


“Parties”
means BGCG, Liberty, Reid, Crosby and Ryan and “Party” means any one of them.


 


“Person”
or “person” includes an individual, a partnership, a limited partnership, a corporation, a trust, a Governmental
Agency, an unincorporated organization and any other entity.


 


“Securities
Authorities” means the securities regulatory authorities of the United States of America, each of the states thereof,
the provinces of Canada and any of their successors.


 


“Securities
Laws” means the securities legislation of the United States of America, each of the states thereof and each of the provinces
of Canada, as such legislation may be amended from time to time, and the rules, regulations, orders and rulings having application
to the Parties hereto, and forms made or promulgated under such legislation and the policies and instruments of any one or more
of the Securities Authorities.


 


“Term”
means the period starting on the date hereof and ending on the earlier of:


 


	 	(i)	completion of a Change of Control Event or
	 	 	 
	 	(ii)	May 1, 2024.




 


	1.2	Interpretation



 


The
division of this Agreement into Articles, Sections, subsections, clauses and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary
intention appears, references in this Agreement to an Article, Section, subsection, clause or paragraph by number or letter or
both refer to the Article, Section, subsection, clause or paragraph, respectively, bearing that designation in this Agreement.


 


	1.3	Number
                                         and Gender



 


In
this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa,
and words importing gender include all genders.


 


	1.4	Date
                                         for Any Notice or Action



 


If
the date on which any notice is to be given or any action is required to be taken hereunder by a Party is not a Business Day or
any such notice or action is effected after 4:00 p.m. (local time for the recipient) on a Business Day, such notice shall be deemed
to have been given or such action shall be required to be taken on the next succeeding day which is a Business Day.


 


	1.5	Consolidation, Subdivision of Shares




 


In
the event of any subdivision, consolidation, reclassification or other change of the securities of the Corporation at any time
while this Agreement is in effect, on the effective date of each and every such event the applicable provisions of this Agreement
shall, ipso facto, be deemed to be amended accordingly and the Parties shall take all necessary action so as to comply
with such provisions as so amended.


 




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Article
II –


Lock
up AGREEMENT


 


	2.1	Prohibition
                                         on Transfers by BGCG



 


BGCG
hereby covenants and agrees in favour of each of Liberty, Reid, Crosby and Ryan that, during the Lock-up Period, except as hereinafter
expressly permitted pursuant to the terms of Section 2.2 hereof, BGCG and its Associates and Affiliates will not, directly or
indirectly, without obtaining the prior written consent of Reid (which consent may be arbitrarily withheld, conditioned or refused),
sell, transfer, mortgage, hypothecate, grant a security interest in or otherwise deal with in any way (each a “Transfer”)
any Common Shares or Convertible Securities of the Corporation save and except in accordance with the Option Agreements.


 


	2.2	Restricted
    Sales and Other Transfers




 


At
any time and from time to time after (but not before) May 1, 2020, BGCG and its Associates and Affiliates collectively may Transfer
up to (but not more than) 500,000 Common Shares during any calendar year. In the event that, during 2020 or any calendar year
thereafter during the Term of this Agreement, BGCG and its Associates and Affiliates collectively do not Transfer all 500,000
Common Shares permissible hereunder in respect of such calendar year, the maximum number of Common Shares which BGCG and its Associates
and Affiliates collectively may Transfer hereunder during each subsequent calendar year shall nonetheless be limited to 500,000
Common Shares during each such subsequent calendar year during the Term hereof.


 


	2.3	Notice of Intended Transfers




 


If
BGCG or any of its Associates and Affiliates intends to Transfer any Common Shares at any time after May 1, 2020 in accordance
with Section 2.2 hereof, BGCG shall give Reid a Notice of such intended Transfer at least seven (7) days (but not more than 60
days) prior to any such Transfer.


 


Article
III –


voting
restrictions


 


	3.1	Restrictions
                                         on Voting Liberty Shares by BGCG



 


	(a)	During
                                         the Term, BGCG covenants and agrees on its own behalf and on behalf of each of its Associates
                                         and Affiliates that:



 


		(i)	it
                                         shall not, directly or indirectly, sign any shareholder resolutions or consents thereto
                                         or vote or cause to be voted any Common Shares, or encourage anyone else to vote or cause
                                         to be voted any of their Common Shares, at any meeting of shareholders of the Corporation
                                         against any resolutions put before the shareholders of the Corporation by or upon the
                                         recommendation of the then incumbent Board; and



 




    	-5- 



    	 



    

 


		(ii)	it
                                         shall not sign any shareholder resolutions or consents thereto or vote or cause to be
                                         voted any Common Shares or encourage anyone else to vote or cause to be voted any of
                                         their Common Shares in favour of (x) the election of nominees to the Board not proposed
                                         by the then incumbent Board, or (y) any shareholder resolution or proposal unless the
                                         then incumbent Board recommends voting in favour of such shareholder resolution or proposal.



 


	(b)	Notwithstanding
                                         Section 3.1(a), BGCG shall, at any time and from time to time from the date of this Agreement
                                         until the first anniversary of the date of this Agreement, at the request of Reid, sign
                                         any and all shareholder resolutions and vote, deliver proxies and cause its proxyholders
                                         to vote its Common Shares at any and all meetings of the shareholders of the Corporation:



 


		(i)	to
                                         fix the number of directors on the Board for the time being at five (5);
	 	 	 
		(ii)	to
                                         elect each of Reid, Crosby and Ryan as directors of the Corporation; and
	 	 	 
		(iii)	to
                                         elect two other nominees designated by Reid to be nominated to be elected as directors
                                         of the Corporation; and



 


for
the purposes hereof.


 


	(c)	Notwithstanding
                                         Sections 3.1(a) and (b) hereof, BGCG agrees that, throughout the Term of this Agreement,
                                         for each shareholders meeting of the Corporation BGCG shall, upon expiry of the Voting
                                         Agreement, execute and deliver proxies:



 


		(i)	to
                                         Reid designating Reid as the proxyholder for all Common Shares which are the subject
                                         of the Option Agreement between Reid and BGCG to enable Reid to cast votes in respect
                                         thereof as Reid in his discretion may from time to time determine;
	 	 	 
		(ii)	to
                                         Crosby designating Crosby as the proxyholder for all Common Shares which are the subject
                                         of the Option Agreement between Crosby and BGCG to enable Crosby to cast votes in respect
                                         thereof as Crosby in his discretion may from time to time determine; and
	 	 	 
		(iii)	to
                                         Ryan designating Ryan as the proxyholder for all Common Shares which are the subject
                                         of the Option Agreement between Ryan and BGCG to enable Ryan to cast votes in respect
                                         thereof as Ryan in his discretion may from time to time determine.



 


	(d)	Notwithstanding
                                         any other provision of this Section 3.1, BGCG covenants and agrees that in the event
                                         of any proposed Change of Control Event, BGCG shall, throughout the Term of this Agreement,
                                         for each shareholders meeting of the Corporation in which a resolution in respect of
                                         a Change of Control Event is presented to the shareholders of the Corporation for approval
                                         and whether the Board (or a special committee of the Board duly constituted to in respect
                                         of such Change of Control Event) recommends voting in favour of or against such Change
                                         of Control Event, BGCG shall execute and deliver proxies to the designee of the Board
                                         (or such special committee) designating such designee as the proxyholder for all Common
                                         Shares owned or Controlled by BGCG (other than those Common Shares which are referred
                                         to in Section 3.1(c) hereof) to enable such designee to cast votes in respect thereof
                                         as the Board (or such special committee) may recommend.



 




    	-6- 



    	 



    

 


	(e)	Notwithstanding
                                         any other provisions of this Agreement and, in particular, Section 3.1(c) hereof, the
                                         parties hereto acknowledge the existence of the Voting Agreement and, during the term
                                         thereof, acknowledge, accept and agree to the paramountcy thereof and, during the term
                                         of the Voting Agreement, in the event of any conflict or inconsistency between the terms
                                         of the Voting Agreement and the terms of this Agreement, the terms of the Voting Agreement
                                         shall prevail.



 


Article
IV –


the
corporation’S OBLIGATIONS


 


	4.1	Board
                                         of Directors



 


	(a)	At
                                         each annual and special meeting of shareholders of the Corporation following the date
                                         of this Agreement and until completion of a Change of Control Event, the Corporation
                                         shall take all commercially reasonable steps, execute all such documents and do all such
                                         acts and things necessary to have the nominees referred to in Section 3.1 hereof elected
                                         as directors on the Board. Without limiting the generality of the foregoing, the Corporation’s
                                         obligations shall include: (i) causing such nominees to be included in the management
                                         slate of nominees for election to the Board, (ii) soliciting proxies on behalf of management
                                         of the Corporation in favour of the election of such nominees, and (iii) causing all
                                         proxies received by management of the Corporation for the election of directors to be
                                         voted, where no contrary intention is expressed, in favour of such nominees.
	 	 
	(b)	The
                                         Corporation’s obligations under this Section 4.1 shall remain in effect during
                                         and throughout the Term.



 


Article
V –


standstill
agreements


 


	5.1	Standstill
                                         by BGCG



 


During
the Term, neither BGCG nor any of its Affiliates or Associates shall, directly or indirectly, without the consent of the board
of directors of Liberty:


 


		(i)	commence,
                                         assist, commit to tender or act in concert with an offeror in a take-over bid (as such
                                         term is defined under Canadian Securities Laws) for any securities of the Corporation,
                                         or
	 	 	 
		(ii)	solicit
                                         proxies from any shareholders of the Corporation or attempt to influence the voting by
                                         any shareholders of the Corporation other than in support of initiatives recommended
                                         by the then incumbent Board;



 




    	-7- 



    	 



    

 


		(iii)	otherwise
                                         seek or propose to influence or control the management of the Corporation, the Board,
                                         or the policies or affairs of the Corporation or
	 	 	 
		(iv)	make
                                         any public or private announcement or disclosure with respect to the foregoing.



 


Article
VI –


GENERAL


 


	6.1	Expenses



 


Each
Party shall pay its own costs and outlays connected with the preparation, negotiation and execution of this Agreement.


 


	6.2	Time



 


Time
shall be of the essence of this Agreement. If the Parties agree to vary a time requirement, the time requirement so varied shall
be of the essence of this Agreement; any such agreement shall be in writing.


 


	6.3	Notices



 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given: (i) when received, if delivered personally, (ii) when sent by e-mail (provided a receipt confirmation is received
from the recipient’s email server), or (iii) on the date received, if sent by courier service, to the Parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	(a)	If
                                         to BGCG, to:



 


BG
Capital Group Ltd.


 


1250
South Pine Island Road,


Suite
500


Plantation,
Florida


United
States of America 33324


 


Attention:Robert
Genovese


Email:bobbygenovese@yahoo.com


 


	(b)	If
                                         to the Corporation, to:



 


Liberty
Silver Corp.


Suite
2702, 401 Bay Street,


Toronto,
Ontario, Canada


M5H
2Y4


 


Attention:Bruce
Reid


Email:br@carlislegold.com


 




    	-8- 



    	 



    

 


	(c)	If
                                         to Reid, to:



 


Suite
2702, 401 Bay Street


Toronto,
Ontario, Canada


M5H
2Y4


 


Email
:br@carlislegold.com


 


	(d)	If
                                         to Crosby, to:



 


Howard
Crosby


Suite
806, 390 Bay Street,


Toronto,
Ontario, Canada


M5H
2Y2


 


Email:corkinvest19@gmail.com


 


	(e)	If
                                         to Ryan, to:



 


John
Ryan


Suite
806, 390 Bay Street,


Toronto,
Ontario, Canada


M5H
2Y2


 


Email
:silver4262@yahoo.com


 


	6.4	Assignment;
                                         Binding Effect



 


This
Agreement and the rights hereunder are not assignable unless such assignment is consented to in writing by each of the Parties
hereto. Subject to the foregoing, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit
of the Parties and their respective heirs, executors, personal representatives, successors and permitted assigns.


 


	6.5	Governing
                                         Law



 


This
Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Ontario and the Laws
of Canada applicable therein without regard to the conflicts of laws rules thereof.


 


	6.6	Severability



 


If
any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid,
illegal or unenforceable in any respect by a mediator or a court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision hereof. The parties shall engage in good faith negotiations to replace any provision which
is declared invalid, illegal or unenforceable with a valid, legal and enforceable provision, the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provision which it replaces.


 




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	6.7	Entire
                                         Agreement



 


This
Agreement constitutes the entire agreement and understanding between the Parties on everything connected with the subject matter
of this Agreement, and supersedes any prior agreement or understanding on anything connected to the subject matter thereof.


 


	6.8	Public
                                         Announcements



 


No
Party will make any public or press announcement or statement concerning the Agreement without the prior approval of the other
Party (such approval not to be unreasonably withheld or delayed), except to the extent required pursuant to any applicable Law,
or to any regulatory body or Governmental Agency, or pursuant to the rules of any applicable stock exchange or stock market. The
Parties shall in good faith agree to the form or forms of press announcement or public statements that they will each make in
respect of this Agreement and the transactions contemplated herein.


 


	6.9	Amendment



 


This
Agreement may be amended, modified or supplemented only by a written mutual agreement executed and delivered by all of the Parties
hereto.


 


	6.10	Counterparts



 


This
Agreement may be executed in any number of separate counterparts (including by facsimile or other electronic means) and all such
signed counterparts will together constitute one and the same agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


 


	 	LIBERTY
    SILVER CORP.
	 	 	 
	 	Per:	/s/
    Julio DiGirolamo
	 	Name:	Julio
    DiGirolamo
	 	Title:	CFO
	 	 	 
	 	BG
    CAPITAL GROUP LTD.
	 	 	 
	 	Per:	/s/
    Robert Genovese
	 	Name:	Robert
    Genovese
	 	Title:	Chairman
	 	 	 
	 	 	/s/
    Bruce Reid
	 	 	Bruce
    Reid
	 	 	 
	 	 	/s/
    Howard Crosby
	 	 	Howard
    Crosby
	 	 	 
	 	 	/s/
    John Ryan
	 	 	John
    Ryan


 


Signature
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