Blackrock Silver — Capital/Financing Update 2023

Mar 3, 2023

OFFERING DOCUMENT

UNDER THE LISTED ISSUER FINANCING EXEMPTION

March 3, 2023

BLACKROCK SILVER CORP. (the "Company" or "Blackrock")

What are we offering?

Securities:	Up to 21,400,000units of the Company ("Units"), with each Unit consisting of one commonshare of the Company (a "Common Share") and one-half of one Common Share purchasewarrant (each such whole warrant, a "Warrant"). Each Warrant is exercisable for a CommonShare at a priceof $0.50for a period of three(3) yearsfrom the Closing Date (as definedherein).
Offering Price:	$0.37per Unit.
Offering Amount:	A minimum of 10,900,000Units for minimum gross proceedsto the Companyof $4,033,000(the "Minimum Offering") and a maximum of 21,400,000Units for maximum grossproceedstothe Company of$7,918,000(the "MaximumOffering"), subject to the terms andconditions set out herein(the "Offering").
ClosingDate:	The Offering is expected to close on or aboutMarch14, 2023 (the "Closing Date").
Exchange:	The Company's Common Shares are listed on the TSX Venture Exchange ("TSXV") underthe symbol "BRC" and the OTCQX trading platform ("OTCQX") in the United States underthe trading symbol "BKRRF".
Last Closing Price:	On March 2, 2023, the last trading day prior to the date of this offering document, the closingprice of the Common Shares on the TSXV and the OTCQX was $0.41and US$0.302,respectively.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

Blackrock is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;

• The Company has filed all periodic and timely disclosure documents that it is required to have filed;

• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $7,918,000;

• The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and

• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This offering document contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods; planned exploration and development of its properties and the expenditures related thereto; the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on expectations of future performance, including results of exploration for gold and silver, and planned work programs. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.

Forward-looking statements are made based upon certain assumptions and other important factors that, while considered reasonable by the Company, are inherently subject to significant business economic, competitive, political and social uncertainties and contingencies. The Company has made assumptions based on many of these factors which include, without limitation, present and future business strategies; the environment in which the Company will operate in the future, including the price of silver and gold; cut-off grades; accuracy of mineral resource estimates and mineral resource modeling; timing and reliability of sampling and assay data; representativeness of mineralization; timing and accuracy of metallurgical test work; anticipated political and social conditions and events; ability to successfully raise or otherwise access additional capital; anticipated costs; and the ability of the Company to achieve its goals.

Forward-looking statements 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 the forward-looking statements. Such risks and other factors include, among others, and without limitation: unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities, including potentially arbitrary action; the failure of parties to contracts with the Company to perform as agreed; social or labour unrest; changes in commodity prices; effects of the COVID-19 pandemic; unexpected changes in the cost of mining consumables; and the failure of exploration programs or current or future economic studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. New risks may emerge from time to time and the importance of current factors may change from time to time and it is not possible for the Company to predict all such factors, further discussion of factors and risks that could affect the Company can be found in the annual information form of the Company for the year ended October 31, 2022 (the "AIF").

Although the Company has attempted to identify important factors and risks that could affect the Company and might cause actual actions, events or results to differ, perhaps materially, from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to occur as projected, estimated or intended. There can be no assurance that forward-looking statements 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 forwardlooking statements. The forward-looking statements in this offering document speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

SCIENTIFIC AND TECHNICAL INFORMATION

Qualified Persons

William C. Howald, the Company's Executive Chairman, is a "qualified person" within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the scientific and technical information relating to the Company's mineral properties disclosed in this offering document.

CURRENCY AND MINERAL RESOURCE ESTIMATES

All dollar ($) amounts stated in this offering document refer to Canadian dollars ($ or Cdn$) unless United States dollars (US$) are indicated. On March 2, 2023, the daily average exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = Cdn$1.3549 (Cdn$1.00 = US$0.7381). On October 31, 2022, the daily average exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = Cdn.$0.7327 (Cdn$1.00 = U.S.$1.3649).

All references to "mineral resources" included in this offering document are calculated in accordance with the standards set by the Canadian Institute of Mining & Metallurgy Definition Standards and disclosed in accordance with NI 43-101*.* Actual recoveries of mineral products may differ from mineral resources as reported due to inherent uncertainties in acceptable estimating techniques. In particular, "indicated" and "inferred" mineral resources have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an "indicated" or "inferred" mineral resource will ever be upgraded to a higher category of resource.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Blackrock is a Canadian company engaged in the exploration and development of gold and silver mineral properties in the state of Nevada, U.S.A. The mineral properties material to Blackrock are its interests in the Silver Cloud project situated in Elko, Nevada ("Silver Cloud") and the Tonopah West project located in the Walker Lane trend of Western Nevada ("Tonopah West").

In addition to its gold and silver project portfolio, the Company is credited with a lithium discovery at its Tonopah North project in Esmeralda County and Nye County, Nevada, which is the subject of an option agreement with Tearlach Resources limited ("Tearlach") whereby Tearlach has been provided with an option to acquire up to a 70% interest in the lithium minerals in certain unpatented mining claims forming a portion of Tonopah North.

Recent Developments

There have been no key recent developments involving or affecting the Company since the filing of the AIF.

MATERIAL FACTS

There are no material facts about the Units being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

BUSINESS OBJECTIVES AND MILESTONES

What are the business objectives that we expect to accomplish using the available funds?

The business objectives that the Company expects to accomplish using the net proceeds of the Offering include advancing the Tonopah West and Silver Cloud projects. The Company intends to complete: (i) a drill program totalling 3,000-8,000 metres at Tonopah West consisting of reverse circulation, pre-collar and core-tail drilling on 10-20 drill holes (the "Tonopah Drill Program"); and (ii) a drill program totalling 4,000 metres at Silver Cloud consisting of reverse circulation drilling on 6-12 drill holes (the "Silver Cloud Drill Program") See "How will we use the available funds" below.

The Company believes the following significant events are required to occur within the following time frames and with the following costs for the business objectives describes herein to be accomplished:

Event	Time Frame	Estimated Cost(assumingMinimumOffering)	Estimated Cost(assumingMaximumOffering)
Payment of Tonopah West lease payment pursuant to	April 2, 2023	$945,000	$945,000
the Tonopah West option agreementPayment of Silver Cloud lease payment pursuant to the	October 27, 2023	$675,000	$675,000
Silver Cloud amended lease agreement
Exploration of Tonopah West pursuant to Tonopah	Q2 2023 – Q4 2023	$2,025,000	$3,375,000
Drill Program
Exploration of Silver Cloud pursuant to Silver Cloud	Q2 2023 – Q4 2023	$810,000	$1,620,000
Drill Program

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Based on the Company's existing working capital as at March 2, 2023 of approximately $1.42 million, the Company's expected availability of funds in the case of the Minimum Offering will be approximately $5.1 million and $8.8 million in the case of the Maximum Offering.

The Company has experienced a decline in working capital of approximately $1.7 million since October 31, 2022. The Company is an exploration stage mining company which earns no revenue, and exploration and development work undertaken by the Company is funded by available cash from financing activities. The Company has raised working capital through the sale of Common Shares, but also undertook significant exploration activity throughout 2022 which has resulted in a decrease in working capital.

Sources of Funds	AssumingMinimumOffering	AssumingMaximumOffering
A.Amount to be Raised by this Offering	$4,033,000	$7,918,000
B.Selling Commissions and Fees	$241,980	$475,080
C.Estimated Offering Costs (e.g., legal, accounting, audit)	$150,000	$150,000
D.Net proceeds of Offering: D = A – (B + C)	$3,641,020	$7,292,920
E.Working Capital as at Most Recent Month End (deficiency)	$1,420,000	$1,420,000
F.Additional Sources of Funding	-	-
G.Total Available Funds: G = D + E + F	$5,061,020	$8,712,920

How will we use the available funds?

The Company intends to use the net proceeds from the Offering as noted in the table below:

Description of Intended Use of Available Funds Listed in Orderof Priority	AssumingMinimumOffering	AssumingMaximumOffering
Payment of Tonopah West lease payment pursuant to the Tonopah	$945,000	$945,000
West option agreement
Payment of Silver Cloud lease payment pursuant to the Silver Cloud	$675,000	$675,000
amended lease agreement
Tonopah West exploration expenses	$2,025,000	$3,375,000
Silver Cloud exploration expenses	$810,000	$1,620,000
Working Capital purposes	$606,020	$2,097,920
Total	$5,061,020	$8,712,920

The above noted allocation represents the Company's current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan and financing objectives. The Company has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash flow until profitable commercial production at one or more of its properties is achieved. As a result, certain of the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods. See "Cautionary Statement on Forward-Looking Information".

The most recent audited consolidated annual financial statements and unaudited condensed consolidated interim financial report of the Company included a going concern note. The Company is still in the exploration stage and the Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company's ability to continue as a going concern. The Offering is intended to permit the Company to advance its business objectives and is not expected to affect the decision to include a going concern note in future consolidated financial statements of the Company.

How have we used the other funds we have raised in the past 12 months?

Previous Financing	Intended Use of Funds	Use of Funds to Date	Variance and Impact on Ability toAchieve Business Objectives andMilestones
August 30, 2022–Brokered privateplacement of 12,566,000 units of theCompanyforgrossproceedsof$6,283,000	For exploration of theCompany's portfolio ofgold and silver projectsinNevadaandforgeneral working capitalpurposes.	Exploration activities(including leasepayments):$4,608,000General workingcapital: $1,675,000	No variance or impact on businessobjectives and milestones. All fundswere used for exploration activitieswithbalanceretainedasgeneralworking capital.
March 3, 2022 – Non-brokered privateplacement of 5,681,819 Common Sharesfor gross proceeds of $5,000,000	For exploration of theCompany's portfolio ofgold and silver projectsinNevadaandforgeneral working capitalpurposes.	Exploration activities(including optionpayments and holdingcosts): $3,376,000General workingcapital: $1,624,000	No variance or impact on businessobjectives and milestones. All fundswere used for exploration activitieswith balance retained as generalworking capital.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Agents:	The Company has engaged PI Financial Corp. and Red Cloud Securities Inc. as co-lead agentsand joint bookrunners, on behalf of a syndicate of agents including Research Capital Corp.and Canaccord Genuity Corp. (collectively, the "Agents").
Commission Type:	A cash fee.
Cash Fee:	The Company will pay to the Agents a cash commission equal to 6% of the gross proceeds ofthe Offering on the Closing Date.

Do the Agents have a conflict of interest?

To the knowledge of the Company, it is not a "related issuer" or "connected issuer" of or to any of the Agents, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.

PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

• (a) to rescind your purchase of these securities with the Company, or
• (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION

Where can you find more information about us?

The Company's continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

For further information regarding Blackrock, visit our website at: http://www.blackrocksilver.com.

DATE AND CERTIFICATE

Dated: March 3, 2023

This offering document, together with any document filed under Canadian securities legislation on or after March 3, 2022, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

BLACKROCK SILVER CORP.

"Andrew Pollard"

Name: Andrew Pollard Title: President and Chief Executive Officer "Randy Minhas"

Name: Randy Minhas Title: Chief Financial Officer