Blackrock Announces Private Placement

Vancouver, British Columbia--(Newsfile Corp. - February 4, 2019) - Blackrock Gold Corp. (TSXV: BRC) (the "Company") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 10,000,000 units (the "Units") at a price of $0.05 per Unit, for gross proceeds of up to $500,000. Each Unit is comprised of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.075 per share, for a period of two years from the date the Units are issued.

If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company's shares trade at or above a weighted average trading price of $0.15 per share for 15 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.

There is no minimum offering size and the maximum offering is 10,000,000 units for gross proceeds of $500,000. Assuming the Offering is fully subscribed, the Company plans to allocate the gross proceeds of the Private Placement to: (i) additional exploration work on the Company's Silver Cloud property ($100,000); (ii) the identification and pursuit of opportunities to acquire additional properties of merit to expand its property portfolio ($100,000); and (iii) general working capital ($300,000).

A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption"). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

The Company may pay finder's fees on a portion of the Private Placement in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange").

The Private Placement is subject to the approval of the Exchange.

The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

For further information, please contact:

Greg Schifrin, Chief Executive Officer
Blackrock Gold Corp.
Email: gschifrin@blackrockgoldcorp.com
Website: www.blackrockgold.ca
Phone: 1 - 208-290-1180

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42634