Blackrock Silver : Management Discussion and Analysis

BLACKROCK SILVER CORP. (Formerly Blackrock Gold Corp.)

Management Discussion and Analysis

For the Year Ended October 31, 2021

Reported on February 28, 2022

General

The following Management Discussion and Analysis ("MD&A") on performance, financial condition and prospects of Blackrock Silver Corp. ("Blackrock" or the "Company") should be read in conjunction with the audited consolidated financial statements ("financial statements") and notes thereto for the years ended October 31, 2021 and 2020. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). All financial information is presented in Canadian dollars unless otherwise stated. All references to a year refer to the year ended on October 31 of that year. The date of this MD&A is February 28, 2022.

Additional information on the Company is available on SEDAR at www.sedar.comand on the Company's website at www.blackrockgold.ca.

Forward-Looking Statements

This MD&A includes certain statements that may be deemed "forward-looking statements" as defined under applicable securities law. Other than statements of historical facts, statements in this discussion, including, but not limited to expected or anticipated events or developments, are forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, market prices, demand for the Company's products, exploration and evaluation successes or delays, continued availability of capital and financing, general economic, market or business conditions, trends in the markets for precious metals and other commodities, technological advancement, competition and the risk factors identified herein. Forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, changes in market trends, risks associated with resource assets, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability, commodity prices, industry conditions, dependence upon regulatory, environmental and governmental approvals, and the uncertainty of obtaining additional financing. The information provided herein with respect to the Company's properties and activities should be read in reference to the technical reports and other relevant disclosure documents prepared by or on behalf of the Company, which may be viewed by interested parties at www.sedar.com. Although the Company believes the expectations expressed in any forward-looking statement are based on reasonable assumptions, investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward- looking statements. The forward-looking information and statements are only made as of the date of this MD&A.

Management's Responsibility for Financial Statements

The Company's management is responsible for the presentation and preparation of annual consolidated financial statements and the MD&A. The financial statements have been prepared in accordance with IFRS. The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102Continuous Disclosure Obligations of the Canadian Securities Administrators.

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Qualified Person

Technical information contained in this MD&A has been prepared by or under the supervision of Mr. William Howald, Executive Chairman of Blackrock Silver Corp. Mr. Howald, AIPG Certified Professional Geologist #11041, is a "Qualified Person" for the purpose of National Instrument 43-101Standards of Disclosure for Mineral Projects.

Description of Business

The Company is a British Columbia company engaged in the acquisition, exploration and development of gold and silver mines and projects in Nevada, United States ("US"). The mineral properties material to the Company are its interests in the Silver Cloud property situated in Elko, Nevada (the "Silver Cloud Project"), and the Tonopah West property located in the Walker Lane trend of western Nevada (the "Tonopah West Project").

The Company entered into a lease agreement dated October 27, 2017 (the "Lease") on the Silver Cloud Project, which affords the Company all rights and privileges incidental to ownership, including rights to explore, develop and mine the Silver Cloud Project. The Company controls 100% of the Tonopah West Project, which it acquired through a Lease Option to Purchase agreement on April 2, 2020.

With the Silver Cloud Project and the Tonopah West Project, the Company has strategic interests in two prolific low-sulphidation epithermal districts in Nevada. With a presence on both the Walker Lane and the Northern Nevada Rift, these two strategic projects provide the Company with a significant position on two prolific gold and silver belts in Nevada.

The Company also owns 100% of the Moore Property located in the Kamloops Mining Division of British Columbia. The Moore Property is not material to the Company and was written off in 2017, as the Company shifted its focus to Nevada.

COVID-19

In response to the global outbreak of COVID-19, on March 17, 2020, the governor of Nevada ordered the closure of all non-essential businesses in the state of Nevada to help prevent the spread of the virus. On April 1, 2020, the governor of Nevada issued a "stay at home" order, which was updated on April 8, 2020. The order restricted non-essential activities, travel and business operations, subject to certain exceptions for necessary activities through April 30, 2020, which was subsequently extended to May 15, 2020. On April 30, 2020, the governor of Nevada announced Nevada's "Roadmap to Recovery Plan", which outlined certain criteria and milestones that had to be met in order to safely restart Nevada's economy. Phase 1 and Phase 2 of the Nevada reopening plan commenced on May 9, 2020 and May 29, 2020, respectively, allowing certain non-essential businesses to voluntarily reopen under strict restrictions. The Company's development activities, including exploration drilling, are considered an "essential business" in Nevada and are permitted to continue, so long as masks are worn indoors.

The impact of COVID-19 on the Company's operations has been minimal throughout the pandemic.

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Selected Annual Information

			*Restated Balances
	October 31, 2021	October 31, 2020	October 31, 2019
	$	$	$
Net sales or revenue	-	-	-
Exploration expenditures	20,674,687	5,579,444	653,371
General and administrative expenses**	7,536,356	6,066,148	1,668,393
Other expenses**	189,906	55,988	25,331
Net loss	28,021,137	11,701,580	2,347,095
Loss per share, basic and fully diluted	0.20	0.15	0.05
Total assets	11,440,198	8,467,651	2,047,110

• Restated Balances - In accordance with the change in accounting policy, as outlined in Note 4 of the consolidated financial statements for the year ended October 31, 2020, the balances have been restated to reflect the new accounting policy related to exploration expenditures.
• The Company has separated out "other expenses" from "general and administrative expenses" on the consolidated statements of loss and comprehensive loss, for presentation purposes.

The table below outlines the previously reported balances prior to the change in accounting policy.

	October 31, 2019	October 31, 2018
	$	$
Net sales or revenue	-	-
General and administrative expenses	1,693,724	1,148,042
Net loss	1,693,724	1,148,042
Loss per share, basic and fully diluted	0.04	0.04
Total assets	2,750,054	1,127,371

The above data has been prepared in accordance with IFRS.

In the last few days of fiscal 2017, the Company acquired an exploration property in Nevada, the Silver Cloud property. With the acquisition, the Company became more active with the then management, focusing on increasing the Company's exposure through marketing and consulting. As a result, the Company's general and administrative expenditures steadily increased from the beginning of 2018. However, with the focus on increasing the Company's exposure, little work was completed on the Silver Cloud property. As such, the Board of Directors (the "Board") decided it was time to bring on a management team more focused on exploring the Silver Cloud property. In May 2019, the Company hired a full-time chief executive officer ("CEO") and brought in an executive chairman, on a full-time basis, to oversee the Company's exploration activities. Beginning in fiscal 2019, the new management team ramped up exploration work on the Silver Cloud property, as well as marketing and consulting expenditures, to help increase awareness of the Silver Cloud property. In April 2020, the Company acquired a second property, the Tonopah West property. Once the Company acquired the property, significant resources were allocated to a drilling program on the property. The drill program was very successful and helped the Company's share price increase significantly, to a high of $1.61 in July 2020.

In fiscal 2021, the Company built on the exploration activities from 2020 and undertook a significant drill program on the Tonopah West property in order to develop a maiden resource estimate. This resulted in a significant increase in the exploration expenditures, as compared with fiscal 2020. In addition, the Company increased its marketing budget by over 100% in order to reach a much broader investor audience and increase the Company's exposure.

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Summary of Annual Results

Year Ended October 31,

		2021		2020
Operating expenses
Accounting and audit	$	42,949	$	40,472
Bank charges and interest		13,388		7,239
Consulting fees		60,482		332,685
Depreciation		-		4,912
Insurance		67,481		52,159
Legal fees		123,305		175,811
Management fees		996,379		682,380
Marketing and communications		1,833,249		750,041
Office		96,977		64,065
Regulatory and filing fees		83,841		100,469
Rent		23,547		12,435
Share-based payments		3,916,808		3,627,178
Travel		116,076		84,178
Wages		161,874		132,124
	$	(7,536,356)	$	(6,066,148)

For the year ended October 31, 2021, the Company incurred operating expenses of $7,536,356, as compared with $6,066,148 during the same period in 2020. The Company has continually ramped up its operations in Nevada and has also increased its management team while also becoming more active in marketing in order to increase its exposure in the market. Of note, the following expenses changed significantly during the year ended October 31, 2021, as compared with the same period in 2020:

1. Consulting fees decreased to $60,482 in 2021, as compared with $332,685 during the same period in 2020. In 2020, the Company hired new consultants for business development and corporate development. This became important once the Company acquired the Tonopah West Project and saw great results from its drill program. In 2021, the Company focused its resources in marketing to enhance the Company's exposure and bring attention to the Tonopah project;
2. Management fees totaling $996,379, as compared with $682,380 during the same period in 2020. The increase is the result of compensation increases for the management team in 2021, as compared with 2020, as well as higher performance bonuses during the period. In addition, the Company hired a senior vice president ("SVP") of Corporate Development in January 2021;
3. Marketing and communications fees increased to $1,833,249 in 2021, as compared to $750,041 in 2020. As the Company has grown in size and activity, the Company increased its marketing and communications budget to enhance its exposure in the market and grow its investor base. In addition, with the completion of two significant financings and significant exploration work completed, the Company's CEO spent a substantial amount of time making presentations in relation to the Tonopah Project; and
4. Share-basedcompensation totaled $3,916,808, as compared with $3,627,178 during the same period in 2020. The increase is the result of restricted share units ("RSU" or "RSUs") being issued during the year and share-based compensation related to options issued during the year. With the Company's share price having increased since the same period in 2020, the resulting compensation expense has also increased.

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Summary of Quarterly Results

						Restated Balances*
	Oct	Jul	Apr	Jan	Oct	*Jul	*Apr		*Jan
	2021	2021	2021	2021	2020	2020	2020		2020
	$	$	$	$	$	$	$		$
Exploration
expenditures	5,298,875	5,604,891	6,080,037	3,690,884	3,717,123	1,005,042	375,878		481,401
General and
administrative
expenses**	2,702,097	1,009,204	2,945,961	879,094	4,420,247	683,927	528,831		433,143
Other expenses
(income)**	(57,780)	(229,107)	117,901	(20,920)	44,843	2,216	2,980		5,949
Net loss	(7,943,192)	(6,384,988)	(9,143,899)	(4,549,058)	(8,182,213)	(1,691,185)	(907,689)		(920,493)
Loss per share	(0.02)	(0.04)	(0.08)	(0.04)	(0.11)	(0.02)	(0.01)		(0.01)
Total assets	11,440,198	12,368,041	6,597,376	3,688,372	8,467,651	13,468,808	1,598,886		1,837,312

• Restated Balances - In accordance with the change in accounting policy, as outlined in Note 4 of the consolidated financial statements for the year ended October 31, 2020, the balances have been restated to reflect the new accounting policy related to exploration expenditures.
• The Company has separated out "other expenses" from "general and administrative expenses", on the condensed consolidated interim statements of loss and comprehensive loss, for presentation purposes.

The table below outlines the previously reported balances prior to the change in accounting policy.

	Jul	Apr	Jan
	2020	2020	2020
	$	$	$
General and administrative expenses	686,053	531,811	439,092
Net loss	(686,053)	(531,811)	(439,092)
Loss per share	(0.01)	(0.01)	(0.01)
Total assets	14,993,860	3,219,308	2,758,033

For each of the above periods, the Company had no revenue from the Company's mineral property interests.

The Company's general and administrative expenses vary significantly depending on the level of activity in each quarter. The main areas of variation are in management fees, consulting fees and share-based compensation. In May 2019, the Company brought on a new management team, including a new CEO and chairman. As a result, the management fees steadily increased, as did share-based compensation, as they were given share options upon their hiring. In addition, there were share options issued in the fourth quarter of 2019 to management, employees, directors and consultants.

In 2020, the Company continued ramping up exploration work on the Silver Cloud property, as well as increasing awareness of the Silver Cloud Project through marketing and consulting expenditures. In April 2020, the Company acquired a second project, the Tonopah West Project. Once acquired, the Company began a significant exploration program on the property. In July 2020, the Company received positive results, which resulted in the Company's share price appreciating to all-time highs, reaching a peak of $1.61 in July 2020. With the results, the Company was able to raise gross proceeds of $7.5 million through a non-brokered private placement. With the funding, the Company continued to increase drilling on the Tonopah West property, while concurrently increasing the marketing and awareness of the Company in the markets.

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