Silver Hammer Mining : - Form 45-106F19 LIFE Offering Document (Listed Issuer Financing Document) - Units

This Offering Document (the "Offering Document"), constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

May 1, 2023

SILVER HAMMER MINING CORP.

(the "Issuer", "Silver Hammer" or "we")

SUBSCRIPTION PRICE $0.25 PER UNIT

PART 1 SUMMARY OF OFFERING

What are we offering?

Offering:	Units ("Units") of the Issuer, with each Unit being comprised of one common share of the Issuer
	(a "Share") and one-half of one common share purchase warrant (each whole warrant, a
	"Warrant"). Each Warrant will be exercisable to acquire an additional Share (each a "Warrant
	Share", and together with the Units, Shares and Warrants, the "Securities") at an exercise price
	of $0.33 for a period of 24 months from the date of closing.
Offering Price:	$0.25 per Unit.
Offering	A minimum of 10,000,000 Units and a maximum of 12,000,000 Units, for minimum gross
Amount:	proceeds of $2,500,000 (the "Minimum Offering") and maximum gross proceeds of $3,000,000
	(the "Maximum Offering, and together with the Minimum Offering, the "Offering").
The Agents:	The Issuer has entered into an engagement letter with Echelon Wealth Partners Inc. to act as
	lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed (together, the
	"Agents"). The Units will be offered and sold pursuant to an agency agreement (the "Agency
	Agreement") to be entered into between the Issuer and the Agents.
Closing Date:	In one or more closings and is expected to close by May 18, 2023, or such other date as may be
	agreed between the Issuer and the Agents. At the Closing Date, Units will be issued against
	receipt of funds.
Exchange:	The Shares of the Issuer are listed on the Canadian Securities Exchange (the "Exchange"), under
	the symbol "HAMR". The Warrants are not listed on any stock exchange.
Last Closing	The closing price of the Shares on the Exchange on April 28, 2023, was $0.27.
Price:
Description of	The holders of Shares are entitled to: (i) receive dividends as and when declared by the board of
Shares:	directors of the Issuer, out of the moneys properly applicable to the payment of dividends, in
	such amount and in such form as the board of directors may from time to time determine; (ii) in
	the event of the dissolution, liquidation or winding-up of the Issuer, whether voluntary or

involuntary, or any other distribution of the assets of the Issuer among its shareholders for the purpose of winding-up its affairs, receive the remaining property and assets of the Issuer; and

1. receive notice of and to attend all meeting of the shareholders of the Issuer and to have one vote for each Share held at all meetings of the shareholders of the Issuer, except for meeting at which only holders of another specified class or series of shares of the Issuer are entitled to vote separately as a class or series.

Description of Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances,
Warrants:	one Warrant Share at an exercise price of $0.33 until 5:00 p.m. (Vancouver time) on the date
	that is 24 months following the date of closing, after which time the Warrants will be void and
	of no value. The Warrants will be created and issued pursuant to the terms of a warrant
	indenture (the "Warrant Indenture") to be dated as of the Closing Date between the Issuer and
	Endeavor Trust Corporation, as warrant trustee. The Warrant Indenture will provide for
	adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or
	the exercise price per Warrant Share upon the occurrence of certain customary events. The
	Warrant Indenture will also contain provisions designed to protect holders of the Warrants
	against dilution upon the happening of certain events.
	No fractional Warrants Shares will be issuable to any holder of Warrants upon the exercise
	thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding
	of Warrants will not make the holder thereof a shareholder of the Issuer or entitle such holder
	to any right or interest in respect of the Warrants except as expressly provided in the Warrant
	Certificate. Holders of Warrants will not have any voting or pre-emptive rights or any other rights
	of a holder of Shares. Warrant holders will be entitled to exercise their Warrants for cash or on
	a cashless basis, calculated based on the in-the-money value of the Warrants as of the date of
	exercise. See "Loss of Foreign Issuer Status" below.
	Except for Shares and Warrants issued to, or for the account or benefit of, persons within the
	United States or U.S. persons who are acquiring Units pursuant to the registration exemption in
	Rule 506(b) of Regulation D, which will be issued in each case in certificated form, no certificates
	evidencing the Shares and Warrants are expected to be issued. Instead, the Shares and Warrants
	sold pursuant to the Offering are expected to be issued in electronic form to the Canadian
	Depository for Securities ("CDS") or nominees thereof and deposited with CDS on the closing of
	the Offering.

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.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person or any person in the United States, absent an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person unless exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws are available at the time of exercise. Certain Securities will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act subject to certain restrictions on transfer set forth therein, and will be represented by definitive certificates or other instruments bearing a legend (a "U.S. Legend") regarding such restrictions, if: (a) issued to, or for the account or benefit of, a U.S. person or a person in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws, or (b) issued after September 30, 2023, when we will cease to be eligible to avail ourselves of the rules and forms of the United States

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Securities and Exchange Commission (the "SEC") designated for "foreign private issuers" (as defined in U.S. Securities Act Rule 405), as described below under the heading "Loss of Foreign Issuer Status." Any Securities issued as restricted securities after September 30, 2023, will not be eligible to removal of the U.S. Legend in connection with their resale in offshore transactions pursuant to Rule 904 of Regulation S ("Regulation S") under the U.S. Securities Act. "United States" and "U.S. person" have the respective meanings assigned to them in Rule 902 of Regulation S.

Investors who participate in this Offering are deemed to have acknowledged certain facts and agreements on which the Issuer is relying. Please review the Appendix to ensure you agree with these acknowledgements and have provided the Issuer or the Agents with any required information. NOTHING IN THE APPENDIX MODIFIES ANY DISCLOSURE MADE BY THE ISSUER IN THIS OFFERING DOCUMENT.

All references in this Offering Document to "dollars" or "$" are to Canadian dollars, unless otherwise stated.

General Information

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

• The Issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
• The Issuer 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 $5,000,000.
• The Issuer will not close this Offering unless the Issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• The Issuer 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 Issuer seeks security holder approval.

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Cautionary Note Regarding Forward-Looking Statements

This Offering Document contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "will", "proposes", "expects", "estimates", "intends", "anticipates" or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All statements, other than statements of historical fact, that address activities, events or developments that the Issuer believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding any objectives and strategies of the Issuer) are forward-looking statements. Examples of such forward-looking statements in this Offering Document include the Issuer's business plans focused on the exploration and development of the Issuer's mineral properties; the proposed work program on the Issuer's mineral properties; costs and timing of future exploration and development activities; timing and receipt of approvals, consents and permits under applicable legislation; use of available funds, including the proceeds of the Offering and the costs of the Offering; business objectives and milestones; and adequacy of financial resources. These forward-looking statements reflect the current expectations, assumptions or beliefs of the Issuer based on information currently available to the Issuer.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking statements contained in this Offering Document include, without limitation, the availability and final receipt of required approvals, licenses and permits, sufficient working capital, access to adequate services and supplies, economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to equity and debt markets and associated costs of funds, availability of a qualified work force, that the Issuer is able to procure equipment and supplies in sufficient quantities and on a timely basis, that engineering and exploration timetables and capital costs for the Issuer's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions, that any environmental and other proceedings or disputes are satisfactorily resolved, and that the Issuer maintains its ongoing relations with its business partners and governmental authorities.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance or developments could differ materially from those anticipated in such statements. Although the Issuer believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The factors identified above are not intended to represent a complete list of the factors that could affect the Issuer.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Issuer's actual results, performance or developments to be materially different from any future results, performance or developments expressed or implied by the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Issuer. Prospective investors should carefully consider all information contained in this Offering Document including information contained in the section entitled "Cautionary Note Regarding Forward-Looking Statements", before deciding to purchase the Units. Additionally, purchasers should consider the risk factors set forth below, as well as risks described in the Issuer's filings that are available on the Issuer's SEDAR profile at www.sedar.com. Risks which may impact the forward-looking information contained in this Offering Document include but are not limited to, fluctuations in mineral and commodity prices; risks and hazards associated with the business of mineral exploration and development (including environmental hazards, potential unintended releases of contaminants, accidents, unusual or unexpected geological or structural formations); the speculative nature of mineral exploration and development; the Issuer's ability to obtain additional funding; the absence of known resources; environmental risks and remediation measures, including evolving environmental regulations and legislation; changes in laws and regulations impacting exploration and mining activities; the Issuer's mineral properties being subject to prior

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unregistered agreements, transfers or claims and other defects in title; legal and litigation risks; statutory and regulatory compliance; insurance and uninsurable risks; the Issuer's history of losses and negative cashflow, which will continue into the foreseeable future; the Issuer's inability to pay dividends; volatility in the Issuer's share price, the continuation of the Issuer's management team and the Issuer's ability to secure the specialized skill and knowledge; relations with and claims by local communities and non-governmental organizations; actual and perceived political risks in local jurisdictions; the effectiveness of the Issuer's internal control over financial reporting; cybersecurity risks; general business, economic, competitive, political and social uncertainties; loss of foreign issuer status; and public health crises such as the COVID-19 pandemic and other uninsurable risks.

Loss of Foreign Issuer Status

The Issuer has determined that it has ceased to qualify as a "foreign private issuer" for the purposes of United States federal securities laws as of March 31, 2023, being the last business day of its most recently completed second fiscal quarter. The definition of "foreign private issuer" in U.S. Securities Act Rule 405 provides in part that "[a]n issuer's determination that it fails to qualify as a foreign private issuer governs its eligibility to use the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following the determination date. Once an issuer fails to qualify for foreign private issuer status, it will remain unqualified unless it meets the requirements for foreign private issuer status as of the last business day of its second fiscal quarter." Accordingly, the Issuer will not be able to avail itself of the SEC rules and forms designated for foreign private issuers after September 30, 2023, which has certain implications for Securities sold pursuant to the Offering as described below.

Any Securities issued to, or for the account or benefit of, a U.S. person or a person in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws will be as "restricted securities," as defined in U.S. Securities Act Rule 144, and will be represented by definitive certificates or other instruments bearing a U.S. Legend regarding such restrictions. If issued no later than September 30, 2023, such Securities will be eligible for U.S. Legend removal in connection with their resale in "offshore transactions" in compliance with Rule 904 of Regulation S, even if such resale transaction occurs on or after October 1, 2023.

By operation of Rule 905 of Regulation S, any Securities issued by the Issuer on or after October 1, 2023 (including any Warrant Shares issued pursuant to an exercise of Warrants for cash) will be "restricted securities," and will be issued with a U.S. Legend, regardless of whether they are issued in an "offshore transaction" pursuant to Regulation S, or are issued in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. Further, such Securities will continue to be subject to U.S. resale restrictions notwithstanding their resale in an "offshore transaction" pursuant to Regulation S. The presence of a U.S. Legend on a certificate or other instrument representing Securities will prevent the selling security holder from making good delivery of such Securities on a Canadian stock exchange. This will effectively preclude resale transactions on the Exchange in Securities (including Warrant Shares) that are represented by a certificate or other instrument bearing such a legend, if issued on or after October 1, 2023.

The Issuer's inability to issue securities outside the United States after September 30, 2023 without resale restrictions imposed by the U.S. Securities Act and regulations thereunder may make it difficult or impossible to complete securities offerings on favourable terms or at all.

For greater certainty, Securities that are issued no later than September 30, 2023 pursuant to an "offshore transaction" in compliance with Regulation S will not bear a U.S. Legend, provided that they are not offered and sold to, or for the account or benefit of, a U.S. person or a person within the United States. Further, any Warrant Shares issued upon exercise of Warrants that comprise such Securities on a cashless basis will not be "restricted securities" and will not be required to bear a U.S. Legend, provided that no commission or other remuneration is paid or given, directly or indirectly, for soliciting the exercise of such Warrants.

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