Blackrock Silver — Capital/Financing Update 2022

Aug 11, 2022

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company

Blackrock Silver Corp. (the “ Company ”) 2710 - 200 Granville Street Vancouver, British Columbia Canada V6C 1S4

Item 2. Date of Material Change

August 4, 2022 and August 8, 2022

Item 3. News Release

News Releases dated August 4, 2022 and August 8, 2022 disseminated through GlobeNewswire

Item 4. Summary of Material Change

The Company has entered into an agreement dated August 4, 2022, as upsized, with PI Financial Corp. and Red Cloud Securities Inc. as co-lead agents and joint bookrunners on behalf of a syndicate of agents (referred to collectively as the “ Agents ”) in connection with a marketed “best efforts” private placement of up to 12,000,000 units (the “ Units ”) at a price of C$0.50 per Unit (the “ Offering Price ”) to raise gross proceeds of up to C$6,000,000 (the “ Offering ”).

Each Unit shall consist of one common share (a “ Common Share ”) and one half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant shall be exercisable into one Common Share at an exercise price of C$0.75 for a period of 36 months from the closing date of the Offering.

The Company has granted the Agents an option (the “ Agents’ Option ”) to offer up to an additional 15% of the Offering, on the same terms of the Offering, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

Item 5.1 Full Description of Material Change

The Company has entered into an agreement dated August 4, 2022, as upsized, with PI Financial Corp. and Red Cloud Securities Inc. as co-lead Agents and joint bookrunners on behalf of a syndicate of Agents in connection with a marketed “best efforts” private placement of up to 12,000,000 Units at the Offering Price to raise gross proceeds of up to C$6,000,000.

Each Unit shall consist of one Common Share and one half of one Warrant. Each Warrant shall be exercisable into one Common Share at an exercise price of C$0.75 for a period of 36 months from the closing date of the Offering.

The Company has granted the Agents the Agents’ Option to offer up to an additional 15% of the Offering, on the same terms of the Offering, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The gross proceeds raised from Offering will be used for exploration of the Company’s portfolio of silver and gold projects in Nevada, and for general working capital.

The Offering is expected to close on or about August 30, 2022, and is subject to a number of closing conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering will be subject to a four month hold period from the date of issue in accordance with applicable securities laws.

In consideration for their services, the Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Offering and to issue the Agents warrants (“ Compensation Warrants ”) equal to 6.0% of the aggregate number of Units issued under the Offering (including Units issued upon the exercise of the Agents’ Option). The Compensation Warrants will be exercisable into Common Shares at a price per Common Share equal to the Offering Price for a period of 36 months from the closing of the Offering.

It is anticipated that certain directors, officers and other insiders of the Company may acquire Units under the Offering. Such participation will be considered to be “related party transactions” within the meaning of TSX Venture Exchange Policy 5.9 (the “ Policy ”) and Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) adopted in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Company’s market capitalization (as determined under MI 61-101).

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

• Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

  • Not applicable.

• Item 7. Omitted Information

  • Not applicable.

Item 8. Executive Officer

Andrew Pollard, President and Chief Executive Officer Telephone: (604) 817-6044

• Item 9. Date of Report August 11, 2022

FORWARD-LOOKING STATEMENTS

This material change report contains “forward-looking statements” within the meaning of Canadian securities legislation. Such forward-looking statements concern expected subscriptions and closing of the Offering and the intended use of proceeds. Such forwardlooking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors, including: the availability of funds; the timing and content of work programs; results of exploration

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activities of mineral properties; the interpretation of drilling results and other geological data; and general market and industry conditions. Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward looking statements included in this material change report if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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