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Bird Construction Inc. Capital/Financing Update 2026

May 22, 2026

46692_rns_2026-05-22_e0868768-3557-4c03-95a9-cbae21fdf684.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company
Bird Construction Inc. ("Bird")
5700 Explorer Drive, Suite 400
Mississauga, Ontario, L4W 0C6

ITEM 2 Date of Material Change
May 13, 2026

ITEM 3 News Release
Bird issued a news release on May 14, 2026, which was disseminated through the facilities of a recognized news wire service and subsequently filed under Bird's corporate profile on SEDAR+ at www.sedarplus.ca.

ITEM 4 Summary of Material Change
On May 14, 2026, Bird announced that it had been selected as the lead construction partner for Bell's 300 megawatt data centre in the Rural Municipality of Sherwood, Saskatchewan (the "Sherwood Project") and had formalized a strategic partnership with Bell as part of Bell's multi-year, Canada-wide AI data centre buildout.

ITEM 5 Full Description of Material Change
On May 14, 2026, Bird announced that it had been selected as the lead construction partner for Bell's Sherwood Project and had formalized a strategic partnership with Bell as part of Bell's multi-year, Canada-wide AI data centre buildout. During the 5-year partnership period, Bird will serve as Bell's preferred construction partner.

As part of the strategic partnership, Bird agreed to issue Bell warrants to acquire up to 2,625,000 common shares of Bird (the "Warrants"), with 750,000 Warrants vesting on the delivery of the Sherwood Project and the remainder vesting in connection with the delivery of potential future AI data centre projects, as and when delivered by Bird, over a period of five years. The 2,625,000 common shares underlying the Warrants represent approximately 4.5% of the issued and outstanding common shares on a partially diluted basis. Bird has received conditional approval from the TSX to issue the shares underlying the Warrants. The Warrants will have a term of seven years and an exercise price of $52.00 per share (equal to the 5-day volume weighted average price of Bird's common shares on the TSX preceding May 14, 2026).

The Warrants are not transferrable except to an affiliate of Bell. Bell has agreed that following its exercise of the Warrants, it shall not sell or transfer any common shares issued upon such exercise in any open-market transaction on the TSX in any calendar quarter in an aggregate volume exceeding 1% of the issued and outstanding common shares as of the start of such calendar quarter, subject to customary exceptions.

ITEM 6 Reliance on subsection 7.1(2) of National Instrument 51-102


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This report is not being filed on a confidential basis.

ITEM 7 Omitted Information

None.

ITEM 8 Executive Officer

For further information, please contact Wayne R. Gingrich, Chief Financial Officer of Bird, at (905) 602-4122.

ITEM 9 Date of Report

May 22, 2026