FEBRUARY 2, 2018 – Vancouver, British Columbia.  Blackrock Gold Corp. (the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 8,000,000 units (the “Units”) at a price of $0.10 per Unit, for gross proceeds of up to $800,000. 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 $0.20 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 $0.40 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.

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 proposed financing is required to meet certain of the conditions for acceptance by the TSX Venture Exchange (the “Exchange”) for the proposed transaction announced by the Company on October 31, 2017.  The Company announced at that time that the Company had entered into a lease agreement with Pescio Exploration LLC with respect to 552 unpatented lode mining claims situated in Elko, County, Nevada, known as the Silver Cloud Project.  The Exchange has conditionally accepted the proposed property transaction subject to, among other things, Company completing an equity financing of at least $800,000.

Assuming the Private Placement is fully subscribed, the Company plans to allocate the gross proceeds of the Private Placement as to: (i) mineral exploration work and option payment ($500,000) on the Silver Cloud Project (if and when the Company receives final acceptance from the Exchange for the property transaction) and (ii) general working capital ($300,000).  If the Private Placement is not fully subscribed and the Company does not receive final acceptance from the Exchange for the property transaction, all proceeds from the Private Placement will be allocated to general working capital.

The Company may pay finder’s fees on a portion of the offering in accordance with applicable securities laws and the policies of the Exchange.  If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company. Although the Company intends to use the proceeds of the Private Placement as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

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.

The Company also announces that it has granted 200,000 incentive stock options to an Officer of the Company subject to the terms and conditions of the Company’s stock option plan and the policies of the Exchange.  The options are exercisable at a price of $0.08 per share for a term of five (5) years.

For further information, please contact:

Greg Schifrin, Chief Executive Officer

Blackrock Gold Corporation

Telephone: 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.