Blackcomb Silver is engaged in the business of mineral exploration with a focus on precious metals.
The Issuer’s current objective is to explore and, if warranted, develop its Rusty Springs Project, an exploration stage silver property located in northwestern Yukon Territory,Canada. The Rusty Springs Project consists of 377 contiguous registered mineral tenures totaling approximately 7540 hectares.
Full legal name: Meredith Anne Eades
Municipality of Residence: Whistler, BC
Position at Issuer: President, CEO, Director
Principal occupation for the last 5 years: Mining consultant specializing in executive management, investor relations, marketing, and corporate strategy.
Full legal name: Gary Robert Thompson
Municipality of Residence: Vancouver, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Executive & Senior Geologist
Full legal name: Malcolm Kent Pearson
Municipality of Residence: Calgary, Alberta
Position at Issuer: Director
Principal occupation for the last 5 years: President of Locarno Advisory Inc.
Full legal name: Luogang Chen
Municipality of Residence: Richmond, British Columbia
Position at Issuer: CFO
Principal occupation for the last 5 years: CFO of Cassiar Gold Corp. (TSXV: GLDC), CFO of Silver47 Exploration Corp. (TSXV: AGA), Controller of Gold Royalty Corp. (NYSE: GROY), Controller of Uranium Royalty Corp. (NASDAQ: UROY).
Contact Person
Full legal name: Meredith Eades
Position held with the issuer: President & CEO
Business address: 409 Granville Street, Vancouver BC, V6T 1T2
Business telephone: 604-360-4668
Email address: [email protected]
OFFERING DOCUMENT
No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.
The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.
THE ISSUER
Full legal name: Blackcomb Silver Corp.
Head office address: 409 Granville Street, Vancouver BC, V6C 1T2
Telephone: 604-360-4668
Email address: [email protected]
Website URL: www.blackcombsilver.com
Contact Person
Full legal name: Meredith Eades
Position held with the issuer: President & CEO
Business address: 409 Granville Street, Vancouver BC, V6T 1T2
Business telephone: 604-360-4668
Email address: [email protected]
ISSUER’S BUSINESS
Description:
The Issuer is engaged in the business of mineral exploration with a focus on precious metals. The Issuer’s current objective is to explore and, if warranted, develop its Rusty Springs Project, an exploration stage silver property located in northwestern Yukon Territory,Canada. The Rusty Springs Project consists of 377 contiguous registered mineral tenures totaling approximately 7540 hectares.
Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?
The principal business carried on and intended to be carried on by the Issuer is the acquisition, exploration, and development of mineral exploration properties.
What are the key details about the issuer’s industry and operations? What makes the issuer’s business special and different from other competitors in the industry?
Mineral exploration is a high-risk, early-stage industry where companies explore for potential mineral deposits. The Rusty Springs Project is located in a historically prospective mineral belt and contains documented high-grade silver showings from past work. The Issuer differentiates itself by focusing on under-explored areas with the potential for new discoveries and by maintaining a tight share structure and disciplined exploration approach.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years? E.g., Complete testing, find a manufacturer, commence a marketing campaign or buy inventory. What is the proposed timeline for achieving each of the milestones?
The Issuer has completed the staking of its Rusty Springs Property in the Yukon and has negotiated and signed an agreement with Eagle Plains Resources Ltd. to acquire the adjoining mineral claims. The Issuer has also initiated preparation of a National Instrument 43-101 Technical Report and has designed an initial work program for the project.
What are the major hurdles that the issuer expects to face in achieving its milestones?
There are many risks associated with mineral exploration including, but not limited to:
- Risks inherent in the mineral exploration mining business;
- The substantial capital requirement of the Issuer and ability to maintain adequate capital resources to carry out its business activities;
- Regulatory and environmental risks;
- Regulatory, permit and license requirements;
- Results of exploration activities and development of mineral properties;
- Industry competition;
- Operating hazards and limitations on insurance risk;
- Fluctuations in commodity prices and marketability of minerals;
- Governmental regulation of the mineral resources industry, including environmental regulation;
- The Issuer’s title and interest to its mineral properties may be subject to challenge;
- Funds may not be available to the Issuer on terms acceptable to the Issuer or at all;
- Financing risks and dilution to shareholders resulting from future financing activities;
- Reliance on management and dependence on key personnel;
- Conflicts of interest;
- General market and industry conditions; and
- The COVID-19 pandemic and its short-term and long-term effects on the global economy.
How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?
Funds raised through this financing will be used to advance the Rusty Springs Property by supporting initial exploration activities, technical report preparation, and general corporate expenses necessary to progress the project.
Has the issuer entered any contracts that are important to its business?
Yes. The Issuer has entered into a mineral claims purchase agreement with Eagle Plains Resources Ltd. and Eagle Royalties Ltd. to acquire the Rusty Springs Property. The agreement includes Net Smelter Return (NSR) royalties on the acquired claims and certain contingent share payments tied to future project milestones.
Has the issuer conducted any operations yet?
Yes. The Issuer has staked the Rusty Springs Property, negotiated and executed a mineral claims purchase agreement with Eagle Plains Resources Ltd., and outlined an initial exploration plan. Preparation of a National Instrument 43-101 Technical Report is underway.
Where does the issuer see its business in 3, 5 and 10 years?
Over the next 3, 5 and 10 years, the Issuer intends to continue advancing the Rusty Springs Project through staged exploration programs, technical evaluation, and, if results warrant, further development work. The long-term objective is to define and grow mineral resources that may support future economic studies.
What are the issuer’s future plans and hopes for its business and how does it plan to get there?
The Issuer plans to advance the Rusty Springs Project by completing the recommended exploration work, analyzing results, and undertaking follow-up programs. Each phase of work is expected to inform the next step in the project’s development.
What is the issuer’s management experience in running a business or in the same industry?
The Issuer’s management team collectively has more than 90 years of experience in mineral exploration, project development, capital markets and running public and private resource companies.
Does the issuer have business premises from which it can operate its business?
Yes.
How many employees does the issuer have? How many does it need?
The Issuer does not have any employees. All services are provided by directors and officers.
Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.
Corporation.
Indicate the province, territory, or state where the issuer is incorporated or organized.
British Columbia
Indicate where the issuer’s articles of incorporation, limited partnership agreement, shareholder agreement or similar document is available for purchasers to review:
Head Office of the Issuer
Indicate which statement(s) best describe(s) the issuer’s operations (select all that apply) The issuer:
☐ has never conducted operations
☒ is in the development stage
☐ is currently conducting operations
☐ Financial statements available
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, describe those securities:
Common Shares – 31,150,000
Special Warrants – 0
MANAGEMENT
Full legal name: Meredith Anne Eades
Municipality of Residence: Whistler, BC
Position at Issuer: President, CEO, Director
Principal occupation for the last 5 years: Mining consultant specializing in executive management, investor relations, marketing, and corporate strategy.
Expertise, education, and experience that is relevant to the issuer’s business:
Ms. Eades has 10 years of investor relations, communications, and corporate development experience in the junior mining sector. She has supported multiple exploration-stage companies with capital markets strategy, public disclosure, investor outreach, and corporate development initiatives. She holds a Bachelor of Commerce degree from the University of British Columbia.
Number and type of securities of the issuer owned:
Common Shares – $0.015 – 5,000,000
Date securities were acquired, and price paid for the securities:
August 22, 2025 – $0.015
Percentage of the issuer’s securities held as of the date of this offering document:
Common Shares –16.05 %
- Has ever pleaded guilty to or been found guilty of:
☐ a summary conviction or indictable offence under the Criminal Code,
☐ a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
☐ a misdemeanor or felony under the criminal legislation of the United States of America, or any state territory therein
☐ an offence under the criminal legislation of any other foreign jurisdiction,
- Is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:
☐ the person’s involvement in any securities, insurance or banking activity,
☐ a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust,
☐ breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,
☐ C. Is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
☐ D. is or has ever been the subject of a bankruptcy or insolvency proceeding, or
☐ E. is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.
Full legal name: Gary Robert Thompson
Municipality of Residence: Vancouver, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Executive & Senior Geologist
Expertise, education, and experience that is relevant to the issuer’s business: Has been involved in mineral exploration since the late 1980’s. Professional Geologist as P.Geo. since 2005 with EGBC, B.Sc (honours) in Economic Geology from UBC in 2000. Leading public companies since 2006.
Number and type of securities of the issuer owned: 5,000,000 at $0.015
Date securities were acquired, and price paid for the securities: August 22, 2025 – $0.015
Percentage of the issuer’s securities held as of the date of this offering document: 16.05%
- Has ever pleaded guilty to or been found guilty of:
☐ a summary conviction or indictable offence under the Criminal Code,
☐ a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
☐ a misdemeanor or felony under the criminal legislation of the United States of America, or any state territory therein
☐ an offence under the criminal legislation of any other foreign jurisdiction,
- Is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:
☐ the person’s involvement in any securities, insurance or banking activity,
☐ a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust,
☐ breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,
☐ C. Is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
☐ D. is or has ever been the subject of a bankruptcy or insolvency proceeding, or
☐ E. is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.
Full legal name: Malcolm Kent Pearson
Municipality of Residence: Calgary, Alberta
Position at Issuer: Director
Principal occupation for the last 5 years: President of Locarno Advisory Inc.
Expertise, education, and experience that is relevant to the issuer’s business: Geologist – Experience: Grassroots exploration through to production. Capital Markets – Mining Analyst, Investment Banking, Corporate Advisory. Corporate Management: President and CEO – Junior Exploration Company
Number and type of securities of the issuer owned: N/a
Date securities were acquired, and price paid for the securities: N/A
Percentage of the issuer’s securities held as of the date of this offering document: N/A
- Has ever pleaded guilty to or been found guilty of:
☐ a summary conviction or indictable offence under the Criminal Code,
☐ a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
☐ a misdemeanor or felony under the criminal legislation of the United States of America, or any state territory therein
☐ an offence under the criminal legislation of any other foreign jurisdiction,
- Is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:
☐ the person’s involvement in any securities, insurance or banking activity,
☐ a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust,
☐ breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,
☐ C. Is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
☐ D. is or has ever been the subject of a bankruptcy or insolvency proceeding, or
☐ E. is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.
Full legal name: Luogang Chen
Municipality of Residence: Richmond, British Columbia
Position at Issuer: CFO
Principal occupation for the last 5 years: CFO of Cassiar Gold Corp. (TSXV: GLDC), CFO of Silver47 Exploration Corp. (TSXV: AGA), Controller of Gold Royalty Corp. (NYSE: GROY), Controller of Uranium Royalty Corp. (NASDAQ: UROY).
Expertise, education, and experience that is relevant to the issuer’s business: CPA, BC, MBA (Western University), previously KPMG auditor and 23 years of experiences in Canadian mining industry.
Number and type of securities of the issuer owned: 500,000
Date securities were acquired, and price paid for the securities: September 8, 2025 at $0.10
Percentage of the issuer’s securities held as of the date of this offering document: 1.61%
- Has ever pleaded guilty to or been found guilty of:
☐ a summary conviction or indictable offence under the Criminal Code,
☐ a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
☐ a misdemeanor or felony under the criminal legislation of the United States of America, or any state territory therein
☐ an offence under the criminal legislation of any other foreign jurisdiction,
- Is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:
☐ the person’s involvement in any securities, insurance or banking activity,
☐ a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust,
☐ breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,
☐ C. Is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
☐ D. is or has ever been the subject of a bankruptcy or insolvency proceeding, or
☐ E. is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.
CROWDFUNDING DISTRIBUTION
Provide the name of the funding portal the issuer is using to conduct its crowdfunding distribution.
Launch Crowdfunding Corp.
Indicate all the jurisdictions (Canadian provinces and territories) where the issuer intends to raise funds and make this offering document available.
Alberta, British Columbia and Ontario
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is first made available on the funding portal);
90 days after the date of this offering document
TYPE OF SECURITY BEING ISSUED
Securities offered: Special Warrants
The securities offered have the following rights, restrictions and conditions:
☒ Voting rights: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.
☒ Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.
☒ Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
☒ Conversion rights: The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Issuer or (ii) upon the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the special warrants. Investors are advised to consult their own legal advisors in this regard.
☐ Tag-along rights: N/A
☐ Drag-along rights: N/A
☐ Pre-emptive rights: N/A
☐ Other: N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
OFFERING DETAILS
Total amount ($) | Total number of securities issuable | |
Minimum offering amount | $5,000 | 50,000 |
Maximum offering amount | $50,000 | 500,000 |
Price per security | $0.10 |
Minimum investment amount per purchaser: $50.00
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Blackcomb Silver Corp. that are raised using other prospectus exemptions.
USE OF FUNDS
Information on the funds previously raised by the issuer:
The amount of funds previously raised:
$1,115,000
How the issuer raised those funds:
Private Placements Financings
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Section 2.4 (Private Issuer) of National Instrument 45-106 Prospectus Exemptions
How the issuer used those funds:
General and administrative expenses.
Information about funds that will be raised from this crowdfunding distribution:
Intended use of funds in order of priority | Assuming minimum offering amount | Assuming maximum offering amount |
General Working Capital
| $500 | $45,500 |
Portal Fees
| $4,500 | $4,500 |
Total
| $5,000 | $50,000 |
PREVIOUS CROWDFUNDING DISTRIBUTIONS
For each crowdfunding distribution in which the issuer group and each founder, director, officer, and control person of the issuer group have been involved in the past five years, provide the following information:
The full legal name of the issuer that made the distribution:
N/A
The name of the funding portal:
N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached, and the date on which any of these occurred:
N/A
COMPENSATION PAID TO FUNDING PORTAL
Commission, fee or other amount expected to be paid by the issuer to the funding portal for this crowdfunding distribution and the estimated amount to be paid:
It is anticipated that Launch Crowdfunding Corp. will be paid a $4,500 + tax flat fee (due only if campaign meets minimum investment amount) and will be issued 200,000 Common Shares for facilitating the crowdfunding campaign.
RISK FACTORS
Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer’s securities.
Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:
(a) The Issuer was only recently incorporated, has not commenced commercial operations, and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends in the near future.
(b) Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.
(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.
(e) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares.
(f) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.
As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.
We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.
REPORTING OBLIGATIONS
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.
If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.
As a company formed under the Business Corporations Act (British Columbia) (the “Act”), unless relieved under section 200 of the Act from their obligation to do so, the directors of the Company must, on or before each annual reference date, produce and publish financial statements in respect of the latest completed financial year of the Company.
A British Columbia company must also, subject to subsections 182(2) to (5) of the Act, which allows shareholders to pass consent resolutions in lieu of and defer the holding of a company’s annual general meeting, hold an annual general meeting:
(a) for the first time, no more than 18 months after the date on which it was recognized; and
(b) after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year (s. 182(1)).
The holding of an annual general meeting sets the “annual reference date” for that annual reference period. The next day is the first day of the next annual reference period for the company.
If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:
The number of shareholders party to the agreement: N/A
The percentage of voting shares of the issuer subject to the agreement: N/A
The name of the person acting as a trustee: N/A
Whether the trustee has been granted any additional powers: N/A
Whether the agreement is limited to a specified period of time: N/A
RESALE RESTRICTIONS
The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.
PURCHASERS’ RIGHTS
For your information, the purchasers have the following rights, which will be included in the Offering Document posted on the Launch Portal:
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right:
- to cancel your agreement with Blackcomb Silver Corp. to buy these securities, or
- to damages against Blackcomb Silver Corp. and may, in certain jurisdictions, have the 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.
Two-day cancellation right:
You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.
DATE AND CERTIFICATE
Signed By: Meredith Eades
Position: Director
Date: November 28th, 2025
I acknowledge that I am signing this offering document electronically and agree that this is the legal equivalent of my handwritten signature.05
Offering up to 500,000 Special warrants at $ 0.10
Minimum Investment: $50
Estimated Closing Date: December 23rd 2025
Seeking 150 Investors
This project will only be financed if at least $5,000 is raised by December 23, 2025
Note: All funds are expressed in Canadian dollars.