Mr. Jatinder Sandhar reports

BLACKBIRD CRITICAL METALS CORP. ANNOUNCES CONDITIONAL APPROVAL OF FUNDAMENTAL CHANGE

Blackbird Critical Metals Corp. has received conditional approval from the Canadian Securities Exchange for the proposed fundamental change involving its acquisition of Lir Life Sciences Inc. as previously announced on Aug. 14, 2025, and the listing of the resulting issuer's common shares upon completion of the proposed fundamental change. The company also announces that it has received the requisite shareholder approvals from the shareholders of Blackbird approving the acquisition as a fundamental change.

Acquisition of Lir Life Sciences

Pursuant to the terms of a definitive share purchase agreement with Lir Life Sciences, a party at arm's length to the company, the company has agreed to acquire 100 per cent of the issued and outstanding common shares in the capital of Lir Life Sciences in consideration for the issuance of 22,312,678 common shares in the capital of the company on a postconsolidation basis to the Lir Life Sciences shareholders, as of the date of closing of the acquisition. Following closing, the company intends to continue the business of Lir Life Sciences as a company listed on the CSE under the name Lir Life Sciences Corp.

Prior to closing, the company will effect a consolidation of the common shares of Blackbird on a one-for-1.5 basis, whereby each Blackbird shareholder of record as of Oct. 31, 2025, will receive one postconsolidation Blackbird share for every 1.5 Blackbird share held immediately prior to the consolidation.

As a result of the consolidation, on Nov. 3, 2025, the number of issued and outstanding Blackbird shares will be reduced from the current 7,762,912 outstanding Blackbird shares to approximately 5,175,275 Blackbird shares, subject to rounding. No fractional shares will be issued. The number of postconsolidation Blackbird shares to be issued to shareholders will be rounded up to the nearest whole number for fractions of 0.5 or greater or rounded down to the nearest whole number for fractions of less than 0.5, and no cash consideration will be paid in respect of fractional shares. The exercise or conversion price and the number of Blackbird shares issuable under any of the company's outstanding convertible securities will be proportionately adjusted to reflect the consolidation on the effective date.

Registered shareholders who hold Blackbird shares as of the record date represented by a physical certificate will receive a letter of transmittal from the transfer agent for the company, Odyssey Trust Company, with instructions on how to exchange their existing certificates for certificates representing postconsolidation Blackbird shares. No action is required by registered shareholders who hold their Blackbird shares in book entry (for example direct registration system statement of advices) form or by non-registered shareholders (shareholders who hold their Blackbird shares through an intermediary) to effect the consolidation.

The new Cusip number will be 50206C100, and the new ISIN will be CA50206C1005 for the postconsolidation resulting issuer shares (including reflecting the name change).

The purchase agreement includes a number of other customary conditions precedent to closing.

On completion of the acquisition, the company has also agreed to pay The Back Office Inc. a transaction fee equal to 2 per cent of the transaction value of the acquisition, payable in 379,000 resulting issuer shares on closing, such shares being in addition to the 22,312,678 Blackbird shares being issued to the Lir shareholders. Such resulting issuer shares will be subject to a hold period of four months and one day under applicable Canadian securities laws.

Debt conversion and concurrent offering of Lir Life Sciences

Lir Life Sciences has completed a non-brokered private placement of 3,050,270 subscription receipts at a price of 35 cents per subscription receipt for aggregate gross proceeds of $1,067,594.50, with each subscription receipt to automatically convert into one Lir share immediately prior to closing. The Lir shares and the resulting issuer shares to be issued in connection with the exchange of Lir shares acquired pursuant to the subscription receipts are subject to a voluntary hold period of four months from the date of closing.

Lir Life Sciences has also settled $109,343 in outstanding debt by issuing 312,408 Lir shares at a deemed price of 35 cents per Lir share, and such shares will be exchanged for resulting issuer shares upon closing.

Trading in the Blackbird shares will remain halted pending satisfaction of the remaining conditions required for listing, including completion of the acquisition, and final listing approval by the CSE. It is anticipated that, upon the resumption of trading, the resulting issuer's common shares will trade on a postconsolidation basis under the symbol SKNY.

We seek Safe Harbor.