EXECUTION VERSION

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated effective as of the 12th day of August 2025.

AMONG:

LIR LIFE SCIENCES INC., a company existing under the laws of the Province of British Columbia.

(the "Company")

AND:

THOSE SHAREHOLDERS OF THE COMPANY SET FORTH IN SCHEDULE “A” TO THIS AGREEMENT

(collectively the "Lir Shareholders")

AND:

BLACKBIRD CRITICAL METALS CORP., a company existing under the laws of British Columbia.

("Blackbird")

WHEREAS:

A. The Lir Shareholders are the registered and beneficial owners of all of the right, title and interest in and to the Company Shares (as hereafter defined) issued and outstanding on the date of this Agreement;

B. The Lir Shareholders desire to sell to Blackbird, and Blackbird desires to purchase from the Lir Shareholders 18,950,000 Company Shares (collectively, the "Current Purchased Shares"), being all of the issued and outstanding Company Shares currently owned and, as applicable, to be owned by the Lir Shareholders immediately prior to Closing, in exchange for the Consideration Shares (as hereafter defined), on the terms and subject to the conditions set out in this Agreement;

C. The Company wishes to cause all of the New Lir Shareholders to enter into the Share Exchange Agreement and thereby transfer all of their New Lir Shareholder Shares (as such terms are defined herein) to Blackbird which together with the Current Purchased Shares and the Company Advances Conversion Shares (as defined herein) (collectively, the "Purchased Shares"), shall constitute, at Closing, all of the issued and outstanding shares of the Company; and

D. The acquisition of all of the Purchased Shares by Blackbird will represent a reverse takeover of Blackbird.

THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement and in the schedules and the recitals hereto, the following expressions will have the following meanings unless the context otherwise requires:

(a) “Adverse Interests” means any lien, charge, mortgage, hypothec, pledge, assignment, option, lease, sublease, right to possession, or other security interest, encumbrance or right, restriction or interest of any nature or kind.

(b) “Agreement” means this share purchase agreement and all schedules hereto, in each case as they may be amended or supplemented by the applicable parties.

(d) “Applicable Law” means:

(i) any domestic or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or bylaw; or

(ii) any judgment, Order, ruling, decision, writ, decree, injunction or award, of any Governmental Authority, statutory body or self-regulatory authority (including a stock exchange), to the extent that the same is legally binding on the person referred to in the context in which the term is used.

(e) “Applicable Securities Laws” means the securities legislation and regulations of, and instruments, policies, rules, Orders, codes, notices and interpretation notes of the applicable securities regulatory authorities of the Provinces and Territories of Canada and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder and the polices and rules of the Exchange, as the foregoing may be amended or re-enacted from time to time.;

(f) “Blackbird” means Blackbird Critical Metals Corp., a corporation existing under the laws of the Province of British Columbia.

(g) “Blackbird Shares” means the common shares in the capital of Blackbird, as presently constituted, or on a post-Consolidation basis where indicated herein.

(h) “Blackbird Shareholders” means the holders of Blackbird Shares.

(i) “Books and Records” means all books, records, papers and files of the party including research and development records, sales and advertising materials, purchase and sales correspondence, trade association files, lists of customers and suppliers, personnel and employment records, personal information (as such term

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is defined under applicable privacy laws), accounting and financial records and the minute and share certificate books of the party, in whatever form including electronic, digital and other computer-related media, and all copies, recordings and archives of the foregoing.

(j) “Closing” means the completion of the purchase and sale of all the Purchased Shares and other transactions contemplated in this Agreement in accordance with the terms and conditions of this Agreement and the Share Exchange Agreement.

(k) “Closing Date” means the date on which the Closing occurs.

(l) “Company” means Lir Life Sciences Inc., a corporation incorporated under the laws of the Province of British Columbia.

(m) “Company Advance Conversion Shares” has the meaning ascribed thereto in Section 3.2(c) of this Agreement.

(n) “Company Advance Shareholder” means a holder of Company Advance Conversion Share.

(o) “Company Intellectual Property Rights” means all Intellectual Property Rights holds an ownership interest or are owned by Persons other than Company and for which Company has been granted use or other exploitation rights.

(p) “Company Shares” means the common shares in the capital of the Company.

(q) “Company Advances” means any bona fide expenses, reasonable incurred by the Company in connection with the ordinary and proper conduct of its business, from May 1, 2025, until Closing not to exceed $250,000 in the aggregate.

(r) “Concurrent Financing” means an equity financing by the Company for a minimum of $1,000,000 in gross proceeds from the sale of Subscription Receipts, less the amount of any Company Advances over $100,000, in the aggregate.

(s) “Confidential Information” has the meaning ascribed to it in section 11.1 of this Agreement.

(t) “Consents” means all consents, approvals, requirements and other authorizations required to be obtained in connection with the execution and delivery of this Agreement, the Share Exchange Agreement and the completion of the Transaction, including any required approval of the Exchange.

(u) “Consideration Shares” means an aggregate of at least 21,807,143 post-Consolidation Blackbird Shares to be issued to the Lir Shareholders and any New Lir Shareholders in exchange for the Purchased Shares, subject to the number of Company Shares to be issued in connection with the Concurrent Financing.

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(v) “Consolidation” means the consolidation of the Blackbird Shares on a basis of one post-consolidation Blackbird Share for every 1.5 pre-consolidation Blackbird Share.

(w) “Constating Documents” means Certificate of Incorporation, Notice of Articles, and Articles of Incorporation, and includes all applicable amendments, which are in full force and affect.

(x) “Current Purchased Shares” has the meaning attributed to that term in Recital B.

(y) “Equity Incentive Plan” means a new equity incentive plan prepared in form and substance acceptable to Blackbird and the Company.

(z) “Exchange” means the Canadian Securities Exchange.

(aa) “Exchange Escrow Agreement” means, if applicable, an escrow agreement to be entered into between: applicable directors, officers and insiders (as defined in the Policies of the Exchange) of the Company; Blackbird; and Blackbird’s transfer agent, as escrow agent pursuant to which certain securities of Blackbird held by such applicable directors, officers and insiders may be subject in accordance with applicable Exchange Policies.

(bb) “Exchange Policies” means policies of the Exchange, as may be amended or restated from time to time.

(cc) “Exemption” has the meaning ascribed thereto in section 2.6(a) of this Agreement.

(dd) “Governmental Authority” means any federal, provincial, state, territorial, municipal government, regulatory authority, government department, agency, commission, board, bureau, tribunal, crown corporation, or court or other law, rule or regulation—making entity having or purporting to have jurisdiction over either party, historically or now.

(ee) “IFRS” means International Financial Reporting Standards adopted by the International Accounting Standards Board as may be amended or re-stated from time to time.

(ff) “Intellectual Property Rights” means all intellectual property rights of any nature and kind whatsoever, whether or not registered or registrable, including copyright, moral rights and rights of authorship and attribution, patents, database rights, rights in respect of trademarks, industrial designs, trade secrets and Confidential Information, and all applications, registrations, renewals, extensions, continuations, divisions, reissues and restorations relating to any of those rights (where applicable), now or hereafter in force and effect throughout all or any part of the world.

(gg) “Interim Period” has the meaning ascribed thereto in section 5.1 of this Agreement.

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(hh) “ITA” means the Income Tax Act (Canada).

(ii) “Knowledge of Blackbird” means the actual knowledge of either Gurdeep Bains or Jatinder Sandhar, after reasonable investigation, and without personal liability on the part of such persons.

(jj) “Knowledge of the Company” means the actual knowledge of Edward Mills after reasonable investigation and without personal liability on the part of such persons and without personal liability on the part of such person.

(kk) “Legal Proceeding” means any action, suit, claim, litigation, complaint, grievance, application, arbitration, inquiry, investigation, hearing or other civil, criminal, regulatory, or administrative proceeding or other similar proceeding, at law or in equity, before or by any court, agency, commission, tribunal, panel or other judicial, Governmental Authority or administrative body or authority and includes any appeal or review thereof and any application or leave for appeal or review.

(ll) “Lir Shareholders” means, collectively, the shareholders of the Company set forth in Schedule “A” to this Agreement, and “Lir Shareholder” means one of such Lir Shareholders, as the context requires.

(mm) “New Lir Shareholder” means a registered holder of a New Lir Shareholder Share issued upon conversion of the Subscription Receipts.

(nn) “New Lir Shareholder Share” means the Company Shares issued to the New Lir Shareholder upon conversion of the Subscription Receipts.

(oo) “Material Adverse Effect” means an effect, change, event, occurrence, fact or circumstance that, individually or in the aggregate with another such effect, change, event, occurrence, fact or circumstance, is or would be reasonably expected to be material and adverse to the business, affairs, operations, property, assets, liabilities, financial condition, financial results, capital or prospects (financial or otherwise) of Blackbird or the Company or which would be reasonably expected to prevent in any material respect, materially delay or materially impair the ability of the respective parties to complete the Transaction and to otherwise consummate the transactions contemplated in this Agreement, except any such effect resulting from or arising in connection with:

(i) any adoption, implementation, proposal or change in Applicable Law or any interpretation thereof by any Governmental Authority;

(ii) any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in national or global financial or capital markets or in general economic, business, political, regulatory or market conditions;

(iii) any natural disaster; or

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(iv) the announcement of this Agreement or any of the Transaction or otherwise contemplated by or arising as a result of the terms of this Agreement;

provided, however, that with respect to clauses (ii) and (iii), such matter does not have a materially disproportionate effect on Blackbird or the Company, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company operates.

(pp) “Name Change” means the change by Blackbird of its name, concurrently with the Closing, to such name as may be directed by the Company, and which is not prohibited under Applicable Laws, and as specified in a written notice given to Blackbird in sufficient time for such name to be included in any documentation required by the Exchange or by Applicable Laws.

(qq) “Net Working Capital” means (i) all current assets, comprised of cash on hand, less (ii) all current liabilities, including as comprised by accounts payable, accrued liabilities, governmental liabilities, customer deposits, payments owing to consultants, employees of contractors, and taxes payable (up to and including the Closing Date).

(rr) “Lir Shareholders’ Representative” has the meaning set forth in Section 12.1.

(ss) “Order” means any order, writ, judgment, ruling, decree, decision, directive, injunction or award of any competent judicial, Governmental Authority or administrative body or authority.

(tt) “Outside Date” means December 1, 2025.

(uu) “party” means each of Blackbird, the Company, the Lir Shareholders and the Lir Shareholder’s Representative, and “parties” means all of them, collectively.

(vv) “Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

(ww) “Purchased Shares” has the meaning set forth in Recital C to this Agreement.

(xx) “Securities Authorities” means the applicable securities commissions in the Provinces and Territories of Canada.

(yy) “Pooling Agreement” means the pooling agreement entered into between the Lir Shareholders and Blackbird, a form of which is attached hereto as Schedule “B” and by which 41.9% of the Consideration Shares will be subject to.

(zz) “Securities Laws” means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket Orders, notices, directions and rulings issued or adopted by the applicable Securities Authorities, all as amended.

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(aaa) “Share Exchange Agreement” means a separate share exchange agreement to be entered into between each New Lir Shareholder, the Company and Blackbird, pursuant to which the New Lir Shareholder will agree to sell to Blackbird and Blackbird will agree to purchase from the New Lir Shareholder all (but not less than all) of the New Lir Shareholder’s Shares in exchange for Consideration Shares, substantially in the form attached hereto as Schedule “C”.

(bbb) “Right to Match” has the meaning ascribed to it in section 5.2.

(ccc) “Subscription Receipt Agreement” means the subscription receipt agreement between Blackbird and an escrow agent, providing for the creation of, and governing the terms of, the Subscription Receipts.

(ddd) “Subscription Receipts” means subscription receipts of the Company to be issued under the Concurrent Financing, each of which will convert automatically into one Company Share prior to the completion of the Transaction.

(eee) “Superior Proposal” has the meaning ascribed to it in section 5.2.

(fff) “Transaction” means the acquisition of all of the Purchased Shares by Blackbird resulting in a reverse takeover of Blackbird by the Company in accordance with the terms of this Agreement and the Share Exchange Agreements.

(ggg) “Transaction Resolutions” has the meaning set forth in Section 3.1(a).

(hhh) “Tyee Critical Metals Project” means Blackbird’s interest in and to the Tyee Critical Metals Project, located 130 km north of Havre St. Pierre in Quebec, as further described in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report titled “National Instrument 43-101 Technical Report on the Tyee Project, Québec, Canada”, authored by Alex Knox, P.Geo. The report has an effective date of July 3, 2024.

1.2 In this Agreement, unless something in the subject matter or context is inconsistent therewith:

(a) the division of this Agreement into articles, sections and other subdivisions and the use of headings are for convenience only and are not intended to define, interpret or limit the scope, extent or intent of this Agreement;

(b) all references in this Agreement to “sections” and other subdivisions or schedules are to the designated sections or other subdivisions or schedules of this Agreement;

(c) the words “hereof”, “hereto”, “herein”, “hereby”, “herewith” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision;

(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language is used with reference thereto);

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(e) the words “written” or “in writing” include printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception including telex, telegraph, telecopy, facsimile or e-mail;

(f) a “day” shall refer to a calendar day, and references to a “business day” shall refer to days on which banks are ordinarily open for business in Vancouver, British Columbia, other than a Saturday or a Sunday; in calculating all time periods the first day of a period is not included and the last day is included, and if a date is or a time period ends on a day which is not a business day, such date will be extended and the time period will be deemed to expire on the next business day;

(g) all references to “$” or “dollars” are references to the lawful currency of Canada;

(h) any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force from time to time and any statute or regulation that has the effect of supplementing or superseding such statute or regulation;

(i) words importing individuals include bodies corporate and other artificial entities, and vice versa; words importing gender include the other gender; words importing one form of body corporate or artificial entity include all other forms of bodies corporate or artificial entities; and words importing the singular includes the plural, and vice versa; and

(j) the rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the construction or interpretation of any of the terms and conditions of this Agreement.

2. Purchase and Sale

2.1 Subject to the terms and conditions of this Agreement and the Share Exchange Agreements, as applicable, Blackbird agrees on Closing, to purchase from the Lir Shareholders, the New Lir Shareholders, and the Conversion Share Shareholders, the Purchased Shares. The Lir Shareholders shall sell, assign and transfer to Blackbird, and the Company will cause the New Lir Shareholders and the Company Advance Shareholders to sell, assign and transfer to Blackbird, all right, title and interest in and to the Purchased Shares (which, in the aggregate will represent all of the issued and outstanding Company Shares and equity interests of any kind in the Company at the time of Closing), free and clear of all Adverse Interests.

2.2 The aggregate purchase price payable to the Lir Shareholders, the New Lir Shareholders, and the Company Advance Shareholders for the Purchased Shares shall be $0.35 per Purchased Share (“Purchase Price”), which shall be satisfied in full by the issuance from treasury of an aggregate of (i) 18,950,000 Consideration Shares to the Lir Shareholders in exchange for their Current Purchased Shares, (ii) at least 2,857,143 Consideration Shares to the New Lir Shareholders in exchange for their New Lir Shareholder Shares, and (iii) Consideration Shares in exchange for the Company Advance Shares, in each case on an

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one-to-one basis in accordance with the Share Exchange Agreements, and at a deemed price of $0.35 per Consideration Share.

2.3 At Closing, Blackbird shall issue, register and deliver or cause to be delivered to the Lir Shareholders the applicable number of Consideration Shares payable to them as set out in Schedule “A”, by way of definitive certificates or direct registrations system statements.

2.4 Prior to the completion of the Transaction, Blackbird, as then constituted, will complete the Consolidation.

2.5 No fractional Blackbird Shares will be issued pursuant to this Agreement. In the event that a Lir Shareholder, New Lir Shareholder, or Company Advance Shareholder would otherwise be entitled to a fractional security hereunder, the number of securities issued to such shareholder shall be rounded up to the next greater whole number of Blackbird Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of shares if the fractional entitlement is less than 0.5. In calculating such fractional interests, all the Company Shares registered in the name of or beneficially held by such the Lir Shareholder, New Lir Shareholder, or Company Advance Shareholder or their nominee shall be aggregated.

2.6 Each Lir Shareholder hereby acknowledges and agrees as follows:

(a) the transfer of the Purchased Shares and the issuance of the Consideration Shares in exchange therefor, will be made pursuant to the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 - Prospectus Exemptions (the “Exemption”);

(b) as a consequence of acquiring the Consideration Shares pursuant to the Exemption:

(i) the Lir Shareholders will be restricted from using certain of the civil remedies available under Applicable Securities Laws;

(ii) the Lir Shareholders may not receive information that might otherwise be required to be provided to the Lir Shareholders, and Blackbird is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemption were not being relied upon by Blackbird;

(iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Consideration Shares;

(iv) there is no government or other insurance covering the Consideration Shares; and

(v) an investment in the Consideration Shares is speculative and high risk; and

(c) upon the original issuance of securities of Blackbird to any U.S. Person pursuant to this Agreement, and until such time as the same is no longer required under

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applicable requirements of the US Securities Act or applicable state securities laws, certificates representing such securities and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BLACKBIRD CRITICAL METALS CORP. THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BLACKBIRD CRITICAL METALS CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE; OR (D) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, PROVIDED THAT PRIOR TO ANY TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BLACKBIRD CRITICAL METALS CORP. SHALL FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”, provided, that if any such securities are being sold pursuant to Rule 904 of Regulation S at a time when Blackbird is a “foreign issuer” within the meaning of Regulation S, the legend may be removed by the holder providing a declaration to the registrar and transfer agent for the applicable securities in a form prescribed by Blackbird as to matters confirming that the sale is being made in compliance with Rule 904 of Regulation S, together with such additional documentation as Blackbird or the transfer agent may require, including, if required by Blackbird’s transfer agent, an opinion of counsel of recognized standing or other evidence reasonably satisfactory to Blackbird, to the effect that such legend is no longer required under applicable requirements of the 1933 Act; and provided, further, that, if the securities are being sold pursuant to Rule 144 under the 1933 Act, if available, the legend may be removed by delivery to the registrar and transfer agent for the applicable securities of an opinion of counsel, of recognized standing reasonably satisfactory to Blackbird, that such legend is no longer required under applicable requirements of the US Securities Act or state securities laws.

3. Additional Covenants

3.1 Blackbird covenants and agrees:

(a) to obtain approval, by way of written shareholders’ and board of directors’ resolutions, of those the resolutions (the “Transaction Resolutions”) required to

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complete the Transaction, including the Equity Incentive Plan, in accordance with Blackbird’s Constating Documents, Applicable Laws, and Exchange Policies;

(b) to except as required to effect the transactions contemplated by this Agreement (including the sale of the Tyee Critical Metals Project), conduct its business and affairs in a manner such that its respective representations and warranties made by it herein remain true prior to Closing, and to promptly notify the other parties should any representation and warranty made by it herein cease to be true;

(d) to cooperate with and assist the Company in obtaining any required Consents;

(e) to perform and observe matters required to satisfy any other conditions precedent to the completion of the transactions contemplated by this Agreement;

(f) that it will not:

(i) amend its Constating Documents, except as contemplated by this Agreement (including, to effect the Consolidation and Name Change) or as agreed to in writing by the Company;

(ii) split, combine or reclassify any shares or other securities (except in connection with the Consolidation) or declare, set aside or pay any dividends or make any other distributions;

(iii) amend the terms of any outstanding securities except in connection with the Consolidation and the Equity Incentive Plan, as applicable;

(iv) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any outstanding shares or other securities;

(v) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any debt, shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities of Blackbird, except in connection with the Transaction, as agreed to by the parties;

(vi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Blackbird;

(vii) make any material tax election, information schedule, return or designation, settle or compromise any material tax claim, assessment, reassessment or liability, file any materially amended tax return, file any notice of appeal or otherwise initiate any action with respect to taxes, enter into any material agreement with a Governmental Authority with respect to taxes, surrender any right to claim a material tax abatement, reduction, deduction,

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exemption, credit or refund, consent to the extension, or waiver of a limitation period applicable to any material tax matter or materially amend or change any of its methods of reporting income, deductions or accounting for income tax purposes except as may be required by Applicable Law;

(viii) except in the ordinary course of business, borrow money or incur any indebtedness for money borrowed, except as agreed to by the Company in writing;

(ix) make any material change in Blackbird’s accounting principles, except as required by concurrent changes in IFRS or pursuant to written instructions, comments or Orders of an applicable Securities Authority;

(x) waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material authorization, right to use, lease or contract other than in the ordinary course, in connection with the sale of the Tyee Critical Metals Project, as required by Applicable Law, or where same would not individually or in the aggregate have a Material Adverse Effect;

(xi) amend or modify in any material respect or terminate or waive any material right under any material contract or enter into any contract or agreement that would be a material contract if in effect on the date hereof, other than in connection with the sale of the Tyee Critical Metals Project;

(xii) amend, modify, terminate, cancel or let lapse any material insurance policy in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

(xiii) take any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially hinder, delay or otherwise impede the consummation of this Agreement or the transactions contemplated by this Agreement or which would render, or which may reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representation or warranty) in any material respect a party’s representations and warranties set forth in this Agreement; or

(xiv) authorize, agree, resolve or otherwise commit to do any of the foregoing.

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3.2 The Company covenants and agrees:

(a) that it will not:

(i) amend its Constating Documents;

(ii) split, combine or reclassify any shares or other securities of the Company or declare, set aside or pay any dividends or make any other distributions;

(iii) amend the terms of any outstanding of outstanding securities of the Company;

(iv) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any debt, shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities of the Company, except for the issuance of Subscription Receipts pursuant to the Concurrent Financing, the Company Advance Shares in connection with the conversion of the Company Advances, New Lir Shareholder Shares upon the conversion of the Subscription Receipts or as otherwise agreed to by the parties in writing; or

(v) take any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially hinder, delay or otherwise impede the consummation of this Agreement or the transactions contemplated by this Agreement or which would render, or which may reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representation or warranty) in any material respect a party’s representations and warranties set forth in this Agreement;

(b) to cause the Company and each of the New Lir Shareholders to enter into and deliver to Blackbird a Share Exchange Agreement, whereby the New Lir Shareholders shall transfer all of their respective New Lir Shareholder Shares to Blackbird on Closing in exchange for Consideration Shares one a one to basis;

(c) to cause the Company to convert the Company Advances into Company Shares prior to the Closing at a price equal to the issue price of the Subscription Receipts (the “Company Advance Conversion Shares”), and to use reasonable efforts to cause the recipients of such Company Advance Conversion Shares (the “Company Advance Shareholder”) to each enter into an agreement in the same form as the Share Exchange Agreement whereby they will agree to sell such shares to Blackbird on Closing on the same terms as applicable to the purchase of the New Lir Shareholder Shares from the New Lir Shareholders;

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(d) except as required to effect the transactions contemplated by this Agreement, to conduct its matters required to satisfy any other conditions precedent business and affairs in a manner such that the representations and warranties made by it herein remain true until the time of Closing, and to promptly notify the other parties should any representation and warranty made by it herein cease to be true;

(e) to perform and observe the covenants made by it herein;

(f) to cooperate with and assist Blackbird in obtaining any required Consents; and

(g) to perform and observe the completion of the transactions contemplated by this Agreement.

3.3 Each of the Lir Shareholders hereby covenants and agrees:

(a) to cause the representations and warranties made by such Lir Shareholder herein to remain true until the time of Closing, and to promptly notify the other parties should any of such representations and warranties cease to be true;

(b) to perform and observe the covenants made by it herein;

(d) to perform and observe matters required to satisfy any other conditions precedent to the completion of the transactions contemplated by this Agreement;

(e) not encumber in any manner the Purchased Shares and ensure that at as of Closing the Purchased Shares are free and clear of all Adverse Interests whatsoever; and

(f) to execute such instruments and documents as may be required in connection with the authority and power of attorney granted to the Lir Shareholders’ Representative under Section 12.1.

3.4 Blackbird and the Company shall jointly prepare the application to the Exchange and diligently pursue obtaining conditional approval of the Transaction and the other transactions contemplated herein (including the listing of the Consideration Shares on the Exchange (on a post-Consolidation basis) prior to the Outside Date).

Representations and Warranties

4.1 Each of the Lir Shareholders, severally but not jointly, represents and warrants to Blackbird as follows, and acknowledges that Blackbird is relying upon these representations and warranties in connection with the purchase of the Purchased Shares, and that this reliance

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is a right that has been bargained for, and forms part of the consideration in the transactions contemplated by this Agreement:

(a) Capacity and Authority.

(i) if a Lir Shareholder is a corporation,

(A) the Lir Shareholder is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation or formation and has all requisite legal and corporate power, capacity and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and

(B) the execution and delivery of this Agreement and the performance of its obligations under those documents have been duly authorized by all necessary corporate action; or

(ii) if a Lir Shareholder is an individual, the Lir Shareholder is of full age of majority and has the legal capacity and competence to enter into and execute this Agreement and to perform the Lir Shareholder’s obligations under this Agreement;

(b) the execution and delivery of this Agreement by the Lir Shareholder constitutes a valid and binding obligation enforceable against the Lir Shareholder in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought;

(c) the Lir Shareholder is the legal and beneficial owner of the Purchased Shares and has good title to them, free and clear of any Adverse Interests. At Closing, the Lir Shareholder will have the absolute and exclusive right to sell its Purchased Shares to Blackbird as contemplated by this Agreement;

(d) immediately prior to Closing, no Person (other than Blackbird or the holders of the Subscription Receipts) has or will have any contract, option or warrant or any right or privilege (whether by law, pre-emptive or contractual granted by a Lir Shareholder) capable of becoming such for the purchase, subscription, allotment or issuance of any of the Purchased Shares owned by the Lir Shareholder;

(e) to the knowledge of the Lir Shareholders, there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or threatened against any Lir Shareholder before any court, regulatory or administrative agency or tribunal;

(f) to the knowledge of the Lir Shareholders, there are no actions, suits or other Legal Proceedings pending, commenced, or, threatened against any Lir Shareholder,

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which might reasonably be expected to have or which might involve the possibility of an Adverse Interests against or with respect to the Purchased Shares; and

(g) except as disclosed in writing to Blackbird by the Lir Shareholders’ Representative, no Lir Shareholder is a non-resident of Canada for purposes of the ITA. The Purchased Shares of each Lir Shareholder do not constitute “taxable Canadian property” within the meaning of the ITA.

4.2 The Company represents and warrants to Blackbird as follows, and acknowledges that Blackbird is relying upon these representations and warranties in connection with the purchase of the Purchased Shares, and that this reliance is a right that has been bargained for, and forms part of the consideration in the transactions contemplated by this Agreement:

(a) the Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation;

(b) the Company has the corporate power and capacity and has taken all necessary corporate action and has obtained all necessary approvals to own and lease its property and assets, to conduct its business as presently conducted, and to enter into and execute this Agreement and to carry out its obligations hereunder;

(c) the Company has duly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement’s terms except that (i) enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) rights of indemnity and contribution hereunder may be limited under Applicable Law; and (iv) a court may stay proceedings before them by virtue of equitable or statutory powers;

(d) provided the conditions to Closing, as set out in section 6.3 hereof, are satisfied, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will constitute or result in a breach of or default under, or create a state of facts which after notice or lapse of time or both will constitute or result in a breach of or default under, or will otherwise conflict with (i) any of the Company’s constituting documents or any resolutions of its directors, shareholders or other stakeholders, (ii) any indenture, agreement or instrument to which the Company is a party or by which it is bound (or otherwise cause a forfeiture of rights or accelerate any performance required thereby), or (iii) any Applicable Laws or Orders, rulings or other judgments or decisions of a court or regulatory authority having jurisdiction over the Company;

(e) the Company’s authorized capital consists of: (i) an unlimited number of common shares (Company Shares) without par value, of which 18,950,000 Company Shares are issued and outstanding on the date of this Agreement, and immediately prior to Closing at least 21,807,143 Company Shares will be issued and outstanding, and (ii) an unlimited number of preferred shares without par value, of which nil are or

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will be issued and outstanding on the date of this Agreement and immediately prior to the Closing;

(f) all of the Purchased Shares have been, or in connection with the conversion of the Subscription Receipts, will be, issued in compliance with all Applicable Laws including Applicable Securities Laws; the Company is not a reporting issuer (as such term is defined in the Securities Act (British Columbia) and there is no published market for the Purchased Shares. The Company is a “private issuer” as defined in s.2.4 of National Instrument 45-106 – Prospectus Exemptions.

(g) all of the Purchased Shares held by the Lir Shareholders are held in the proportions set out in Schedule “A” hereto; all of the issued and outstanding Purchased Shares are, and will at the time of Closing be fully paid and non-assessable securities in the capital of the Company, and the Company has not made, declared or authorized any dividend or other distribution on the Purchased Shares or any other securities of the Company or purchased or redeemed or agreed to purchase or redeem any of the Purchased Shares or any other securities of the Company;

(h) as of the time of Closing, no Person shall have any right, privilege, option, warrant or agreement, contingent or otherwise, or any of the foregoing capable of become any right, privilege, option, warrant or agreement, to purchase or otherwise acquire from the treasury of the Company, directly or indirectly, any Company Shares or any other shares or other securities of the in the capital of the Company;

(i) it is not a party to any unanimous shareholders agreement, escrow agreement, pooling agreement, voting trust or similar arrangements or obligations in respect of the Purchased Shares or any other securities of the Company, other than, as applicable, the Pooling Agreement, the Subscription Receipt Agreement, and the Exchange Escrow Agreement;

(j) the Company has no liabilities or obligations of any nature whatsoever, whether known, unknown, due, to become due, direct, indirect, absolute, contingent or otherwise and whether or not required to be accrued on the financial statements of the Company and no matter, fact, circumstance or event has occurred which will give rise to any liability or obligation after Closing of any nature whatsoever, except for, in either case, (i) liabilities and obligations reflected or reserved against in its most recently filed financial statements, (ii) liabilities incurred in the ordinary course or in connection with the Transaction;

(k) the Company has no employees, and there are no liabilities owing to former employees and contractors;

(l) the financial statements of the Company for the year-ended April 30, 2025, being, the most recently completed financial statements of the Company, are complete and accurate in all material respects and present fairly the financial condition, financial performance and cash flows of the Company, as at the date and for the periods indicated therein;

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17

(m) there are no actual, pending, contingent or, to the Knowledge of the Company, threatened Legal Proceedings which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company;

(n) the Books and Records of the Company have been maintained in accordance with all applicable statutory requirements and are complete in all material respects, accurate and up-to-date in all material respects and contain and accurately record the business, operations, affairs, development and all financial transactions of the Company, and contain complete and accurate copies of its Constating Documents and all resolutions, minutes of meetings of its directors and shareholders;

(o) the Company has no subsidiaries, or equity ownership in any entity whatsoever;

(p) the Company owns or has adequate rights to use all Company Intellectual Property and such Intellectual Property Rights are sufficient for the continued operation of its business after the Closing in substantially the same manner as conducted prior to the Closing;

(q) to its knowledge, the Company has not (i) infringed on the Intellectual Property Rights of any Person, and the Company Intellectual Property does not infringe upon any Intellectual Property Rights of any Person, or (ii) received any written charge, complaint, claim, demand, or notice alleging infringement of the Intellectual Property Rights of any Person, and, to the Company’s knowledge, no Person is infringing upon any Company Intellectual Property;

(r) except as set forth in Schedule “D”, the Company does not own any patents, patent applications, registered trademarks and copyrights, applications for trademark and copyright registrations, domain names, registered design rights, and other forms of registered Intellectual Property Rights and applications therefor;

(s) the Company has not granted to any Person any right or interest in any Company Intellectual Property it owns, including any right to use such Intellectual Property Rights that otherwise affects the Company’s use of or rights in the Company Intellectual Property;

(t) the Company has maintained commercially reasonable practices for a Company of a similar size to protect the confidentiality of the Company’s trade secrets and, to the Company’s knowledge, there has been no misappropriation of any such trade secrets by any Person;

(u) no Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Company of any of the assets of the Company; and

(v) none of the foregoing representations and warranties and no documents furnished by or on behalf of the Company or the Lir Shareholders to Blackbird in connection herewith or hereunder, contains any untrue statement of material fact or omits to state any material fact that the party knew or ought to have known is necessary to

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make any such representation or warranty not misleading to a prospective purchaser of the Purchased Shares seeking full information as to the Purchased Shares, the Company and its business and affairs.

4.3 Blackbird represents and warrants to the Lir Shareholders and acknowledges that the Lir Shareholders are relying on such representations and warranties, that as of the date of this Agreement and the Closing:

(a) Blackbird is existing and in good standing under the laws of its jurisdiction of formation;

(b) Blackbird has the corporate power and capacity and has taken all necessary corporate action and has obtained all necessary approvals to own and lease its property and assets, to conduct its business as presently conducted, and to enter into and execute this Agreement and to carry out its obligations hereunder;

(c) Blackbird has duly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement’s terms except that (i) enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) rights of indemnity and contribution hereunder may be limited under Applicable Law; and (iv) a court may stay proceedings before them by virtue of equitable or statutory powers;

(d) Blackbird has no material operations;

(e) Blackbird has no obligations owing under any settlement, release, or termination agreement, or other similar agreement, of any kind;

(f) Blackbird is a “reporting issuer” in the provinces of British Columbia and Ontario, and is not in default of any reporting requirement under Securities Laws of such provinces;

(g) all information and materials filed by Blackbird since August 12, 2024 and which is available through the SEDAR+ website as of the date hereof (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and complied in all material respects with all applicable legal and stock exchange requirements;

(h) the Books and Records of Blackbird have been maintained in accordance with all applicable statutory requirements and are complete in all material respects, accurate and up-to-date in all material respects and contain and accurately record the business, operations, affairs, development and all financial transactions of

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Blackbird, and contain complete and accurate copies of its Constating Documents and all resolutions, minutes of meetings of its directors and shareholders;

(i) the most recently filed annual and interim financial statements of Blackbird available on SEDAR+, are based on the Books and Records of Blackbird, which are true and correct in all material respects, and fairly present the financial condition of Blackbird at the date thereof and the results of the operations for such periods, in accordance with Canadian generally accepted accounting principles. No information has come to the attention of Blackbird since the dates that the Blackbird’s most recent financial statements were issued that would or would reasonably be expected to require any restatement or revision of any of Blackbird’s financial statements;

(j) the financial records of Blackbird are complete and accurate in all material respects and present fairly the financial condition, financial performance and cash flows of Blackbird, as at the date and for the periods indicated therein;

(k) Blackbird has no indebtedness, liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise), except as incurred in connection with the transactions contemplated in this Agreement;

(l) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will constitute or result in a breach of or default under, or create a state of facts which after notice or lapse of time or both will constitute or result in a breach of or default under, or will otherwise conflict with (i) Blackbird’s constituting documents or any resolutions of its directors, shareholders or other stakeholders, (ii) any in-denture, agreement or instrument to which Blackbird is a party or by which it is bound (or otherwise cause a forfeiture of rights or accelerate any performance required thereby), or (iii) any Applicable Laws or Orders, rulings or other judgments or decisions of a court or regulatory authority having jurisdiction over Blackbird;

(m) Blackbird has conducted and is conducting its business in compliance in all material respects with all Applicable Laws, rules and regulations of each jurisdiction in which its business is carried on and holds necessary licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of such licenses, permits, approvals, consents, certificates, registrations and authorizations contains any burdensome term, provision, condition or limitation, which has or would reasonably be expected to have a Material Adverse Effect on the operation of its business as now carried on;

(n) Blackbird has, and will have on Closing, Net Working Capital of at least $1,500,000;

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(o) the Consideration Shares to be issued by Blackbird pursuant to this Agreement (i) have been duly authorized, and, upon issuance, will be validly issued, fully paid and non-assessable, (ii) will not be issued in violation of the certificate of incorporation, charter, articles or other constating documents of Blackbird, or any agreement, contract, covenant, undertaking, or commitment to which Blackbird is a party or bound; and (iii) are not subject to any pre-emptive rights, rights of first refusal or other similar rights;

(p) Blackbird’s authorized capital consists of an unlimited number of common voting shares, of which a maximum of 5,175,275 post-Consolidation Blackbird Shares will be issued and outstanding on Closing;

(q) Blackbird has no employees, consultants or contractors (except for Blackbird’s consultants and contractors engaged on the date of this Agreement and to be terminated prior to Closing and for which there will not be any severance, change of control, termination fee or similar payment upon termination), and there are no liabilities owing to former employees, consultants or contractors;

(r) Blackbird is in good standing in respect all obligations due and owing in respect of any material contractual obligations or agreements to which it is bound;

(s) there are no actual, pending, contingent or, to the Knowledge of Blackbird, threatened Legal Proceedings which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Blackbird;

(t) Blackbird has no subsidiaries, or equity ownership in any entity whatsoever;

(u) Blackbird has no outstanding securities convertible into Blackbird Shares, other than as disclosed in the financial statements of Blackbird available on SEDAR+;

(v) Blackbird is not a party to any loan agreement with any of Blackbird Shareholders; and

(w) Blackbird is not a party to any agreement which would prevent a change in control of Blackbird.

4.4 The representations and warranties set out herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of termination of this Agreement in accordance with its terms and the date that is 12-months from the Closing.

Interim Period

5.1 During the period commencing on the date hereof and ending on the Closing or earlier termination of this Agreement (the “Interim Period”), the Company shall, with the exception of the transactions contemplated herein, only conduct its business, operations and affairs, and shall not take any action, except, in the ordinary and usual course of business consistent with past practice in all material respects, and will not enter into any

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material transactions or incur any material liabilities or obligations without first obtaining the prior written consent of the Company, and will otherwise conduct its business, operations and affairs in compliance with all Applicable Laws and regulatory requirements and use all commercially reasonable efforts to maintain and preserve its business, organization, properties, assets, goodwill and business relationships.

5.2 During the Interim Period, Blackbird will not, and it will instruct its directors or officers or agents not to, directly or indirectly, solicit, discuss, encourage or accept any offer for the acquisition of Blackbird, Blackbird securities and/or the assets of Blackbird, whether as a primary or back-up offer, or take any other action with the intention or reasonably foreseeable effect of leading to any commitment or agreement for the acquisition of Blackbird or business and/or the assets of Blackbird, unless such offer is not subject to any due diligence, access or financing condition, the offer is for the acquisition of all of the outstanding common shares of Blackbird (on the same terms), the Blackbird's board of directors first determines in good faith, that any such offer constitutes a transaction which is more favourable, from a financial point of view, to Company or its shareholders than the Transaction and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations or other transaction would be inconsistent with the directors respective fiduciary duties ("Superior Proposal"). Upon receipt of a Superior Proposal, Blackbird must inform the Company forthwith as to the terms of the Superior Proposal, first orally, within two Business days of receipt of the Superior Proposal, and then in writing, within five Business days of receipt of the Superior Proposal, including all such details regarding the Superior Proposal as reasonably requested by the Company; thereafter, for a period of 30 days, the Company shall have the right, but not the obligation, to match ("Amended Offer") the Superior Proposal ("Right to Match"), and if the Company elects to exercise such Right to Match, then Blackbird shall be obligated to reject the Superior Proposal and to accept the Amended Offer.

5.3 During the Interim Period, Blackbird shall immediately notify the Company orally and promptly in writing of any material change as defined in the Securities Act (British Columbia) and any circumstance or development that is or would, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

5.4 During the Interim Period, Blackbird shall not issue any securities other than pursuant to any exercise of stock options outstanding on the date of this Agreement, nor shall Blackbird permit any dividends or distributions to be paid.

6. Conditions of Closing

6.1 The Company and the Lir Shareholders, respectively, shall not be obligated to complete the sale of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, or waived by the Lir Shareholders' Representative, it being understood that the said conditions are included for the exclusive benefit of the Company and the Lir Shareholders:

(a) the representations and warranties of Blackbird in this Agreement shall be true and correct in all material respects at the Closing, except to the extent any such

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representation or warranty is qualified by materiality or Material Adverse Effect or similar language, in which case such representation and warranty is true and correct in all respects, in each case, as of the date hereof (other than those representations, warranties, and other statements that relate solely to an earlier date);

(b) the Transaction, and all matters in connection therewith, shall have been approved by, the Blackbird Shareholders, where required, and the board of directors of Blackbird, including the Equity Incentive Plan;

(d) The Company shall be satisfied in its sole discretion with the Blackbird audited financial statements for year ended April 30, 2025,

(e) Blackbird shall not be party to any agreement which provides for a termination fee, severance, change of control or similar payment;

(f) all directors of Blackbird, except for Gurdeep Bains shall resign and be replaced by nominees as selected by the Company;

(g) the Exchange shall not have imposed any escrow or resale restriction requirement upon Lir Shareholders (with the exception of any escrow requirements generally applicable to directors, officers and insiders of a public company and which requirements shall be satisfied by the entering into of the Exchange Escrow Agreement);

(h) Blackbird shall have no more than 5,175,275 post-Consolidation Blackbird Shares outstanding;

(i) Blackbird shall have no securities convertible into Blackbird Shares outstanding;

(j) the Company shall have completed the Concurrent Financing;

(k) the covenants and conditions of Blackbird to be performed and observed in this Agreement prior to or at Closing shall have been performed and observed;

(l) the receipt of all Consents or approvals contemplated by this Agreement or that are necessary or advisable for the consummation of the Transactions, in form and content and upon such conditions, if any, acceptable to the Company, and all such approvals being in full force and effect; including, but not limited to, receipt of all necessary approvals from the Exchange of the Transaction and for the listing thereon of the post-Consolidation common shares in the capital of Blackbird, including the Consideration Shares issuable in connection with the Transaction (subject to the Exchange’s ordinary listing requirements), all on terms satisfactory to each of the Parties hereto, acting reasonably;

(m) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on Blackbird; and

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(n) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement.

6.2 If any condition in section 6.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Lir Shareholders or the Company to comply with their obligations under this Agreement, then the Company and the Lir Shareholders may, without limiting any rights or remedies available to the Company at law or in equity, either:

(a) terminate this Agreement by notice to Blackbird; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit.

6.3 Blackbird shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of Blackbird:

(a) the representations and warranties of the Company and the Lir Shareholders in this Agreement shall be true and correct in all material respects at the Closing, except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, in which case such representation and warranty is true and correct in all respects, in each case, as of the date thereof (other than those representations, warranties, and other statements that relate solely to an earlier date);
(b) the covenants and conditions of the Company and the Lir Shareholders to be performed and observed in this Agreement prior to or at Closing shall have been performed and observed in all material respects;
(c) the Company shall have completed the Concurrent Financing;
(d) the Pooling Agreement shall have been executed by all parties thereto and delivered to Blackbird;
(e) the Company Advances shall have been converted into Company Advance Shares and each Company Advance Shareholder shall have entered into a share exchange agreement as contemplated in Section 3.2(c);
(f) a Share Exchange Agreement shall have been executed by each of the New Lir Shareholders and the Company and delivered to Blackbird;
(g) the Exchange Escrow Agreement, if required by the Exchange, shall have been executed by all parties thereto and delivered to Blackbird;

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(h) the Lir Shareholders, New Lir Shareholders, and the Company Advance Shareholders, collectively, shall own all of the outstanding Company Shares, and there shall be no other outstanding Company Shares or rights to acquire Company Shares;

(i) the receipt of agreements to be bound to this Agreement from all transferees in the event a Lir Shareholder has transferred any Company Shares to any other Person prior to Closing;

(j) the Lir Shareholders and the Company shall have made the deliveries required by this Agreement, including, without limitation, Section 7.2;

(k) the Closing shall have occurred prior to the Outside Date;

(l) during the Interim Period, there shall have been no event or change that has had or would be reasonably likely to have a Material Adverse Effect on the Company;

(m) the receipt of all Consents or approvals contemplated by this Agreement or that are necessary or advisable for the consummation of the Transactions, including, in form and content and upon such conditions, if any, acceptable to Blackbird, and all such approvals being in full force and effect but not limited to, receipt of all necessary approvals from the Exchange of the Transaction and for the listing thereon of the post-Consolidation common shares in the capital of Blackbird, including the Consideration Shares issuable in connection with the Transaction (subject to the Exchange’s ordinary listing requirements), all on terms satisfactory to each of the Parties hereto, acting reasonably;

(n) the Board of Directors of the Company shall have approved the transfer of the Purchased Shares contemplated in this Agreement, in accordance with the Constating Documents of the Company; and

(o) during the Interim Period, there shall have been no Order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement.

6.4 If any condition in section 6.3 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of Blackbird to comply with its obligations under this Agreement, then Blackbird may, without limiting any rights or remedies available to Blackbird at law or in equity, either:

(a) terminate this Agreement by notice to the Company; or

(b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit.

Closing

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7.1 The Closing shall take place electronically, at the offices of Borden Ladner Gervais LLP and at such time and date as may be agreed upon by the parties, provided that such date is prior to the Outside Date.

7.2 At Closing the Company and the Lir Shareholders shall deliver or cause to be delivered to Blackbird the following documents:

(a) a certificate of a senior officer of the Company (without personal liability) dated as of Closing certifying that the representations and warranties of the Company contained herein are true and correct in all material respects as of Closing except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, in which case such representation and warranty is true and correct in all respects, in each case, as of the date hereof (other than those representations, warranties, and other statements that relate solely to an earlier date) and that the covenants and conditions to be performed by the Lir Shareholders prior to or at Closing have been performed and observed in all material respects;

(b) a copy of the Pooling Agreement duly executed by the Company and all the Lir Shareholders;

(c) a separate Share Exchange Agreement duly executed by the Company on the one hand and each of the New Lir Shareholders on the other;

(d) share exchange agreements executed by the Company and the Company Advance Shareholders as contemplated by Section 3.2(c);

(e) certified copy of the resolutions of the Company authorizing this Agreement and the transfer of the Purchased Shares to Blackbird and the other transactions contemplated herein and hereby;

(f) certificates representing the Purchased Shares owned by the Lir Shareholders, New Lir Shareholders, and the Company Advance Shareholders duly endorsed for transfer to Blackbird or accompanied by a duly executed stock transfer power of attorney;

(g) a certificate representing the Purchased Shares duly registered in the name of Blackbird; and

(h) a copy of the shareholder register of the Company certified by a senior officer of the Company (without personal liability) as of (i) immediately before and (ii) immediately after Closing.

7.3 At Closing, Blackbird shall deliver or cause to be delivered to the Company and the Lir Shareholders the following documents:

(a) a certificate of a senior officer of Blackbird (without personal liability) dated as of Closing certifying that the representations and warranties of Blackbird contained

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herein are true and correct in all material respects as of Closing, except those representations except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, in which case such representation and warranty is true and correct in all respects, in each case, as of the date hereof (other than those representations, warranties, and other statements that relate solely to an earlier date), and that the covenants and conditions of Blackbird to be performed prior to or at Closing have been performed and observed in all material respects;

(b) certified copy of the directors and shareholders resolutions of Blackbird authorizing this Agreement and the transactions contemplated herein and hereby;

(c) certificates representing the Consideration Shares, duly issued and registered to the Lir Shareholders as instructed in writing by the Lir Shareholders’ Representative; and

(d) resignations of all the directors of Blackbird except for Gurdeep Bains.

8. Termination

8.1 This Agreement may be terminated by the mutual consent of the parties or in the following circumstances:

(a) by either the Company or Blackbird if the Closing has not occurred on or before the Outside Date by providing notice to the other and the Lir Shareholders’ Representative;

(b) by the Company if Blackbird is in default of any covenant on its part to be performed hereunder, the Company has given written notice to Blackbird of such default, and Blackbird has not proceeded to cure such default within fourteen (14) days of such notice and thereafter proceeded in good faith to diligently cure such default to the Company’s reasonable satisfaction; and

(c) by Blackbird if any of the Lir Shareholders or the Company is in default of any covenant on its part to be performed hereunder, Blackbird has given written notice to the Lir Shareholders’ Representative on behalf of the Lir Shareholders and the Company of such default, and the Lir Shareholders and/or the Company in default has not cured such default within fourteen (14) days of such notice to Blackbird’s reasonable satisfaction.

8.2 Upon termination of this Agreement, each party hereto shall be released from all obligations under this Agreement, except this section 8.2 and sections 10, 11 and 12, which provisions shall survive such termination. Each party’s right of termination is in addition to and not in derogation or limitation of any other rights, claims, causes of action or other remedy that such party may have under this Agreement or otherwise at law or in equity with respect to such termination and any misrepresentation, breach of covenant or indemnity contained herein.

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Notices

9.1 Any notice, communication, instrument or document required or permitted to be given under this Agreement shall be in writing and may be given by personal delivery, email or other similar form of communication (in each case with electronic confirmed receipt), addressed as follows:

(a) If to the Company or the Lir Shareholders at:

Lir Life Sciences Inc.
c/o Edward Mills
Attention: Edward Mills
Email: [email protected]

With a copy to:

Borden Ladner Gervais LLP
Suite 1200 - 200 Burrard Street
Vancouver, British Columbia
V7X 1T2

Attention: Deepak Gill
Email: [email protected]

(b) If to Blackbird at:

Blackbird Critical Metals Corp.
Suite #1200 - 750 West Pender Street
Vancouver, British Columbia
V6C 2T8

Attention: Gurdeep Bains, Chief Executive Officer and Director
Email: [email protected]

With a copy to (which shall not constitute notice):

Morton Law
1200-750 W. Pender Street
Vancouver, British Columbia
V6C 2T8

Attention: Edward L. Mayerhofer
Email: [email protected]

and such shall be deemed to have been given if effected by personal delivery, or email or other similar form of communication (with electronic confirmed receipt), at the time of

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delivery or electronic confirmed receipt unless such occurs after the recipient’s customary business hours in which case it shall be deemed to have been given on the next business day.

9.2 A party may at any time in the above manner give notice to the other parties of any change of address and after the giving of such notice the address or addresses specified will be the address of such party for the purpose of giving notice hereunder.

10. Expenses

10.1 The Company will pay the filing fees of the Exchange and the expenses associated with completing the Transaction, other than the legal, accounting and auditor expenses of Blackbird. Other than the foregoing, each of the parties hereto shall bear all expenses incurred by such party in connection with the preparation and fulfillment of this Agreement, including but not limited to the fees and expenses of their legal counsel, accountants, financial, tax and investment advisors, brokers and finders.

11. Disclosure and Confidentiality

11.1 All information provided to or received by the parties hereunder shall be treated as confidential (“Confidential Information”). Subject to the provisions of this section 11.1, no Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this section 11.1 shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an affiliate of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.

11.2 The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the Order of any governmental or judicial authority.

12. General

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12.1 The Lir Shareholders' Representative:

(a) Each Lir Shareholder and the Company appoints Edward Mills as its representative (the "Lir Shareholders' Representative") and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:

(i) to act in his absolute discretion with respect to all matters relating to this Agreement, including execution and delivery of any amendment of, or supplement to, this Agreement, any waiver of any condition under, or right arising out of, this Agreement, and any termination of this Agreement; and

(ii) in general, to do all things and to perform all acts, including receiving notices on behalf of the Lir Shareholders, negotiating, executing and delivering all agreements, certificates, receipts, instructions, and other instruments, contemplated by, or deemed advisable to complete the transactions contemplated by, this Agreement.

(b) Blackbird will be entitled to rely upon any document or other instrument delivered by the Lir Shareholders' Representative, in that capacity, as being authorized by all of the Lir Shareholders, and Blackbird will not be liable to any Lir Shareholder for any action taken or not taken by Blackbird based on that reliance.

(c) The mandate of the Lir Shareholders' Representative under this Section 12.1 will terminate immediately following the Closing, or upon the earlier termination of this Agreement.

12.2 This Agreement constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

12.3 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.

12.4 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by the relevant parties hereto or the Lir Shareholders' Representative, as applicable. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.

12.5 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.

12.6 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction,

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that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.

12.7 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

12.8 This Agreement shall be exclusively governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. For the purposes of all Legal Proceedings, this Agreement shall be deemed to have been made and performed in British Columbia, and the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.

12.9 This Agreement may be executed and delivered in two or more counterparts and by electronic delivery. Each such counterpart, electronically delivered copy shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.

12.10 This Agreement has been prepared by Borden Ladner Gervais LLP acting solely on behalf of the Company, and the Lir Shareholders acknowledge that they have been advised to obtain independent legal advice.

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31

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

LIR LIFE SCIENCES INC.
BLACKBIRD CRITICAL METALS CORP.

Per:
"Edward Mills"
Authorized Signatory

Per:
"Gurdeep Bains"
Authorized Signatory

[Lir Shareholders’ signature pages follow.]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

LIR LIFE SCIENCES INC.
BLACKBIRD CRITICAL METALS CORP.

Per: "Edward Mills"
Authorized Signatory

Per: "Gurdeep Bains"
Authorized Signatory

[Lir Shareholders’ signature pages follow.]

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REDACTED

Per: Redacted
Authorized Signatory

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REDACTED

Per: Redacted
Authorized Signatory

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REDACTED

Redacted
Per: _________
Authorized Signatory

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REDACTED

Per: Redacted
Authorized Signatory

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REDACTED

Redacted
Per: _________
Authorized Signatory

REDACTED
REDACTED

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REDACTED

Redacted

Per: _________
Authorized Signatory

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REDACTED

Redacted
Per: _________
Authorized Signatory

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REDACTED

Per: Redacted
Authorized Signatory

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REDACTED

Per: Redacted
Authorized Signatory

REDACTED
REACTED
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A-10

REDACTED
REDACTED
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A-11

REDACTED
REDACTED
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REDACTED
REDACTED
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REDACTED
REDACTED
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REDACTED
REDACTED
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REDACTED
REDACTED

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REDACTED
REDACTED
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REDACTED

Redacted

Per: _________
Authorized Signatory

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REDACTED

Redacted

Per: _________
Authorized Signatory

REDACTED
REDACTED
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REDACTED
REDACTED
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REDACTED

Per: Redacted
Authorized Signatory

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REDACTED

Per: Redacted
Authorized Signatory

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SCHEDULE “A”

LIST OF CURRENT SHAREHOLDERS

Shareholder Registration	Registration Address	Number of Purchased Shares Held	Number of Consideration Shares
REDACTED	REDACTED	477,000	477,000
REDACTED	REDACTED	1,590,000	1,590,000
REDACTED	REDACTED	2,067,000	2,067,000
REDACTED	REDACTED	79,500	79,500
REDACTED	REDACTED	1,800,000	1,800,000
REDACTED	REDACTED	1,800,000	1,800,000
REDACTED	REDACTED	1,600,000	1,600,000
REDACTED	REDACTED	1,000,000	1,000,000
REDACTED	REDACTED	1,800,000	1,800,000
REDACTED	REDACTED	1,000,000	1,000,000
REDACTED	REDACTED	477,000	477,000

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A-25
| Shareholder Registration | Registration Address | Number of Purchased Shares Held | Number of Consideration Shares |
| --- | --- | --- | --- |
| REDACTED | REDACTED | 159,000 | 159,000 |
| REDACTED | REDACTED | 119,250 | 119,250 |
| REDACTED | REDACTED | 119,250 | 119,250 |
| REDACTED | REDACTED | 318,000 | 318,000 |
| REDACTED | REDACTED | 397,500 | 397,500 |
| REDACTED | REDACTED | 79,500 | 79,500 |
| REDACTED | REDACTED | 397,500 | 397,500 |
| REDACTED | REDACTED | 792,500 | 792,500 |
| REDACTED | REDACTED | 159,000 | 159,000 |
| REDACTED | REDACTED | 400,000 | 400,000 |
| REDACTED | REDACTED | 318,000 | 318,000 |
| REDACTED | REDACTED | 800,000 | 800,000 |

Shareholder Registration	Registration Address	Number of Purchased Shares Held	Number of Consideration Shares
REDACTED	REDACTED	1,200,000	1,200,000
Total:		18,950,000	18,950,000

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SCHEDULE “B”

FORM OF POOLING AGREEMENT

B-1

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POOLING AGREEMENT

THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the _ day of ___, 2025.

AMONG:

[Shareholder] an individual with an address for delivery at:

_______.

(the “Shareholder”)

AND:

BLACKBIRD CRITICAL METALS CORP., a company existing under the laws of the Province of British Columbia

(the “Company”)

WHEREAS:

A. The Company entered into a share purchase agreement (the “Purchase Agreement”) with the Shareholder, pursuant to which the Company will acquire all of the outstanding share capital of Lir Life Sciences Inc. (the “Lir Acquisition”);

B. Pursuant to the Purchase Agreement, the Shareholder is entitled to receive common shares in the capital of the Company (the “Acquired Shares”) upon the closing of the Lir Acquisition;

C. The Company is a reporting issuer in the Provinces of British Columbia and Ontario, and the Shareholder acknowledges that Acquired Shares may be subject to a number of statutory restrictions on resale and trading (the “Statutory Restrictions”); and

D. In addition to the Statutory Restrictions, the Shareholder has agreed to the imposition of additional resale restrictions on 41.9% of the Acquired Shares (the “Pooled Securities”), and has agreed to execute this Agreement in respect of such resale restrictions.

THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:

1. Effect of Pool

1.1 Except as provided in this Agreement, the Shareholder may not sell, deal-in, assign, transfer, dispose of or encumber, in any manner whatsoever, or agree to do any of the foregoing, in respect of any of the Pooled Securities or of any beneficial ownership to or any interest in them unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.

B-2

1.2 The Shareholder waives no privilege or rights attached to the Pooled Securities, excepted as required herein. For greater certainty, the Shareholder may exercise all voting rights attached to the Pooled Securities.

2. Right to Tender to Take-Over Bid

2.1 Notwithstanding the resale restrictions described herein, in the event one or more Persons, each of whom is at arm's length with the Company, makes a bona fide offer to acquire all of the then outstanding common shares of the Company and such offer constitutes a take-over bid within the meaning of the Securities Act (British Columbia) the Shareholder shall have the right to tender their Pooled Securities to the take-over bid.

3. Release from Pooling

3.1 The Pooled Securities shall be released from the resale restrictions set forth in Section 1.1 of this Agreement in twenty (20) equal tranches over a twenty (20) month period, of which the initial release of the Pooled Securities shall occur four months after the date on which the common shares of the Company are listed for trading on a stock exchange in Canada, and each subsequent release will occur thirty days after the previous release.

3.2 Following release of any Pooled Securities, as set forth in Section 3.1 of this Agreement, the resale restrictions set forth in Section 1.1 of this Agreement shall no longer be applicable to such securities.

3.3 Notwithstanding any other provision in this Agreement, the Board of Directors of the Company may at any time, in its absolute discretion, reduce, remove, or waive the application of any pooling requirements attaching to all or any portion of the Pooled Securities hereunder.

4. Shareholder Certificates

4.1 The Shareholder acknowledges that if share certificates are issued for the Pooled Securities, such share certificates shall be issued with restrictive legends indicating the pooling restrictions set forth in Section 3.1 of this Agreement.

5. Permitted Transfers

5.1 During such time as they are subject to resale restrictions, the Shareholder may only transfer Pooled Securities with the prior written consent of the Board of Directors of the Company. In the event of any such transfer, the Pooled Securities shall continue to be subject to resale restrictions in accordance with this Agreement and the transferee shall be bound by the terms of this Agreement as though they were a party to it.

6. Notices

6.1 Any notice, communication, instrument or document required or permitted to be given under this Agreement shall be in writing and may be given by personal delivery, pre-paid, certified or registered mail, or by telecommunication, email or other similar form of communication (in each case with electronic confirmed receipt), addressed as follows:

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(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:

Blackbird Critical Metals Corp.

Attention:

Email:

With a copy to:

Attention:

Email:

and such shall be deemed to have been given (i) if effected by personal delivery, or telecommunication, facsimile or other similar form of communication (with electronic confirmed receipt), at the time of delivery or electronic confirmed receipt unless such occurs after the recipient’s customary business hours in which case it shall be deemed to have been given on the next business day; and (ii) if effected by mail, on the fourth business day after mailing excluding all days on which postal service is disrupted.

6.2 A party may at any time in the above manner give notice to the other parties of any change of address and after the giving of such notice the address or addresses specified will be the address of such party for the purpose of giving notice hereunder.

7. General

7.1 Except for the Purchase Agreement, this Agreement constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
7.2 The parties shall from time to time execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.
7.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.
7.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right.

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7.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereof. In the event that any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.

7.6 This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

7.7 This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made and performed in British Columbia, and the parties hereby irrevocably agree that the courts of the Province of British Columbia shall have exclusive jurisdiction to entertain any action arising under this Agreement.

7.8 This Agreement may be executed and delivered in two or more counterparts and by electronic delivery. Each such counterpart, electronically delivered copy shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.

[SIGNATURE PAGE TO FOLLOW]

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B-5

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

BLACKBIRD CRITICAL METALS CORP.

Per: Gurdeep Bains
Authorized Signatory

[Shareholder]

Per:
Authorized Signatory

[SIGNATURE PAGE TO POOLING AGREEMENT]

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B-6

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SCHEDULE “C”

FORM OF SHARE EXCHANGE AGREEMENT

C-1

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made as of ___, 2025.

BETWEEN:

[NAME OF SHAREHOLDER], an __ [individual/corporation] with an address for registration and delivery at __.

(the “Transferor”)

AND:

LIR LIFE SCIENCES INC, a company existing under the laws of British Columbia

(the “Company”)

AND:

BLACKBIRD CRITICAL METALS CORP. a company existing under the laws of British Columbia

(“Blackbird”, and together with the Transferor and the Company, the “Parties”)

CONTEXT:

A. Blackbird, the Company and certain holders (the “Lir Shareholders”) of common shares (each, a “Company Shares”) in the capital of the Company entered into a share purchase agreement (the “Share Purchase Agreement”) dated August 12, 2025, pursuant to which, among other things, Blackbird: (i) agreed to purchase from the Lir Shareholders and the Lir Shareholders agreed to sell to Blackbird 18,950,000 Company Shares (each, a “Current Purchased Share”) and (ii) offered to purchase at least 2,857,143 Company Shares (each, a “New Lir Shareholder Share”, together with the Current Purchased Shares, the “Purchased Shares”) from the holders thereof (the “New Lir Shareholders”) and acquired by such New Lir Shareholders upon the conversion of subscription receipts (“Subscription Receipts”) of the Company.

B. The Share Purchase Agreement provides that the aggregate purchase price payable by Blackbird to the Lir Shareholders and the New Lir Shareholders for all of the Purchased Shares shall be $0.35 per Purchased Shares, which shall be satisfied by the issuance by Blackbird of an aggregate of at least 21,807,143 common shares in the capital of Blackbird, (“Blackbird Shares”) upon completion of 1 to 1.5 consolidation (to occur prior to Closing), of which: (i) 21,807,143 Blackbird Shares shall be issued to the Lir Shareholders in exchange for their Current Purchased Shares in accordance with the terms of the Share

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Purchase Agreement, and (ii) at least 2,857,143 Blackbird Shares shall be issued to the New Lir Shareholders (including the Transferor) in exchange for their New Lir Shareholder Shares, in accordance with the terms of certain share exchange agreements (each substantially in the same form as this Agreement, except for the number of New Lir Shareholder Shares to be transferred thereby), in each case, on a one to one basis and at a deemed price of $0.35 per Blackbird Share.

C. The Transferor became a New Lir Shareholder upon the conversion of _ Subscription Receipts and is the owner of _ Company Shares (collectively, the "Exchanged Shares"), which are held by it in book-based form and are not represented by any certificates.

D. Blackbird desires to purchase from the Transferor the Exchanged Shares and the Transferor desires to sell and transfer to Blackbird the Exchanged Shares in exchange for __ Blackbird Shares (the "Exchange Consideration Shares"), on and subject to the terms and conditions hereinafter set forth.

THEREFORE, in consideration of the mutual promises set out in this Agreement and other valuable consideration, the Parties agree with each other as follows:

Purchase and Sale

1.1 Upon the terms and subject to the conditions set forth in this Agreement, at Closing (as defined in the succeeding sentence), the Transferor agrees to sell, assign and transfer to Blackbird and Blackbird agrees to purchase and acquire from the Transferor the Exchanged Shares. The Parties agree that the consummation of the transactions contemplated under this Agreement (the "Closing") shall occur simultaneously with the signing and delivery of this Agreement by the Parties on the date of this Agreement (the "Closing Date").

Transfer

2.1 The Transferor hereby irrevocably sells, assigns and transfers to Blackbird all right, title and interest in and to the Exchanged Shares, effective on the Closing Date, and free and clear of any lien, charge and encumbrance of any nature or kind whatever.

2.2 The Transferor hereby gives notice to, and irrevocably directs the Company that the transfer of the Exchanged Shares to Blackbird pursuant to Section 2.1 be registered or recorded on the appropriate registers maintained by or on behalf of the Company.

2.3 The Company acknowledges receipt of such notice and direction from the Transferor and hereby confirms that it has registered Blackbird as the registered owner, on the original issue or the registration of transfer and such Exchanged Shares.

Consideration

3.1 The aggregate purchase price payable by Blackbird to the Transferor for the Exchanged Shares is $_____ (the "Purchase Price") or $0.35 per Exchanged Share.

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The Purchase Price will be paid and satisfied by Blackbird through the issuance of the Exchange Consideration Shares to the Transferor on the Closing Date.

3.2 At Closing, Blackbird shall issue the Exchange Consideration Shares to the Transferor in book entry form so that, at issuance, the Transferor (i) is the registered holder of the Exchange Consideration Shares on the books and records of Blackbird, (ii) is the owner of the Exchange Consideration Shares, and (iii) has good and valid legal title to the Consideration Shares, free and clear of all liens, charges, pledges, security interests, encumbrances or restrictions.

3.3 The Exchange Consideration Shares shall be registered in the name of the Transferor as set out in this Agreement and a DRS statement representing the Exchange Consideration Shares will be sent by Blackbird’s transfer agent to the Transferor by first class mail to the Transferor’s address specified on the first page of this Agreement following the Closing. No physical certificates representing the Exchange Consideration Shares will be issued on Closing.

4. Representations and Warranties

4.1 The Transferor represents and warrants to Blackbird that:

(a) the Transferor has full right, power, and capacity to enter into this Agreement and to sell, transfer, assign and convey the Exchanged Shares to Blackbird free and clear of all liens, charges and encumbrances;

(b) the Transferor has obtained any consent, authorization or approval, if any, that the Transferor is required to obtain from a third party under any obligation, contractual or otherwise in connection with the execution, delivery or performance by the Transferor of this Agreement or the completion of any of the transactions contemplated herein;

(c) the Exchanged Shares are legally and beneficially owned by the Transferor and are free and clear of all liens, charges and adverse claims;

(d) the Exchanged Shares are not represented by any certificate and are held in book-based form;

(e) the Exchanged Shares have not been sold, assigned or transferred, and no agreement other than this Agreement has been entered into by the Transferor to sell, assign or transfer any of the Exchanged Shares to any other person, and no Person other than Blackbird has any contract, option, warrant or any right or privilege (whether by law, pre-emptive or contractual granted by the Transferor) capable of becoming such for the purchase of any of the Exchanged Shares or any economic interest therein;

(f) the Transferor has been advised that a copy of the Share Purchase Agreement has been made available to it and can be viewed under Blackbird’s company profile on www.sedarplus.ca; and

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(g) the Transferor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada) (the "Tax Act").

4.2 The Transferor acknowledges and agrees as follows:

(a) the transfer of the Exchanged Shares and the issuance of the Exchange Consideration Shares in exchange therefor, will be made pursuant to the take-over bid prospectus exemption found in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions (the "Exemption");

(b) as a consequence of acquiring the Exchange Consideration Shares pursuant to the Exemption:

(i) it will be restricted from using certain of the civil remedies available under Applicable Securities Laws;

(ii) it may not receive information that might otherwise be required to be provided to the Lir Shareholders, and Blackbird is relieved from certain obligations that would otherwise apply under Applicable Securities Laws if the Exemption were not being relied upon by Blackbird;

(iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Exchange Exchanged Shares;

(iv) there is no government or other insurance covering the Exchange Consideration Shares; and

(v) an investment in the Exchange Consideration Shares is speculative and high risk.

4.3 Blackbird represents and warrants to the Transferor that it is a taxable Canadian corporation within the meaning of the Tax Act.

4.4 The representations and warranties of the Transferor and Blackbird set out in this Agreement, and all covenants of the Company, the Transferor and Blackbird set out in this Agreement will survive the completion of the sale and purchase of the Exchanged Shares provided for in this Agreement and, notwithstanding such completion, will continue in full force and effect for the benefit of the Company, Blackbird or the Transferor, as the case may be, in accordance with the terms thereof.

General Contract Provisions

5.1 From time to time the Parties will each execute and deliver all such further documents, certificates, deeds, conveyances, transfers, assignments, declarations, affidavits and other documents necessary or desirable to give effect to the full intent of this Agreement, including the transfer of the Exchanged Shares.

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C-5

5.2 This Agreement will enure to the benefit of, and be binding upon, the respective heirs, executors, administrators, successors and permitted assigns of the Parties.

5.3 Whenever the singular or masculine is used in this Agreement, it will be construed as meaning the plural or the feminine or neuter, and vice versa, where the context or the Parties so require.

5.4 The term “Agreement” means the agreement between the Parties evidenced by this document, as amended from time to time.

5.5 This Agreement and all matters arising hereunder will be governed by and construed in accordance with the laws of British Columbia.

5.6 Time will be of the essence in this Agreement.

5.7 No failure or delay on the part of the Parties in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as may be limited herein, any Party, in its sole discretion, exercise any and all rights, powers, remedies and recourses available to it under this Agreement or any other remedy available to it and such rights, powers, remedies and recourses may be exercised concurrently or individually without the necessity of making any election.

5.8 This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which taken together constitute one and the same instrument. This Agreement shall be binding upon and enforceable the Parties only when executed by and delivered to all the Parties. This Agreement shall be deemed to have been delivered by Blackbird and the Company to the Transferor, if signed by Blackbird and the Company in one or more counterparts and delivered by both the Company (for itself and on behalf of the Transferor) and Blackbird to the other. The Transferor hereby the Company, each director and officer of the Company and any other person designated by the Company in writing, as the true and lawful agent of the Transferor to deliver to the other Parties and receive delivery from the other Parties an executed copy of this Agreement (in one or more counterparts).

5.9 This Agreement and each counterpart may be created, executed, signed, retained, or otherwise dealt with in digital or other intangible form of any format (including PDF), and may be delivered, transmitted, or otherwise dealt with by any digital or other intangible means (including by email, facsimile, or otherwise). Each digital or other intangible form of this Agreement or counterpart, and each copy and printout thereof, is hereby declared and agreed to be as valid and effective as a manually signed document.

5.10 This Agreement has been prepared by Borden Ladner Gervais LLP acting solely on behalf of the Company, and the Transferor acknowledges that the Transferor has been advised to obtain independent legal advice.

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C-6

BY SIGNING BELOW, the Parties each confirm that this document sets out the agreement reached by them and each of them acknowledges its intention to be bound by this contract.

BLACKBIRD CRITICAL METALS CORP.

[SHAREHOLDER]

Per: Gurdeep Bain
Authorized Signatory

LIR LIFE SCIENCES INC.

Per: Edward Mills
Authorized Signatory

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C-7

SCHEDULE “D”
INTELLECTUAL PROPERTY

Licensed Intellectual Property

Term Sheet with Sinedore Bioscience Inc. (the “Sinedore Term Sheet”)¹ which contemplates granting Lir Life Sciences Inc. a license for the following intellectual property and certain improvements made thereto:

UILO File No. 23-063 entitled “Transmucosal and transcellular delivery of proteins and peptides”, including the PCT patent filing PCT/IB2024/052030 PROTAMINE MOLECULES AND USES THEREOF with a priority date of March 3, 2023

Invention Application

SUBLINGUAL AND TRANSDERMAL DELIVERY SYSTEM FOR GLP-1 INHIBITORS,

(a) Application #: 63/729,218
(b) Confirmation #: 9717
(c) Utility - Provisional Application under 35 USC 111(b)
(d) Patent Center #: 68271568
(e) Customer #: 155306

¹ The Sinedore Term Sheet has not been executed by the parties and no definitive agreement incorporating the terms of the Sinedore Term Sheet has been entered into between the parties.

D-1

AI assistant

Lir Life Sciences Corp. M&A Activity 2025

48076_rns_2025-11-04_c3124a70-b47c-4dd8-9140-48048093fc98.pdf

SHARE PURCHASE AGREEMENT

WHEREAS:

1. Definitions and Interpretation

2. Purchase and Sale

3. Additional Covenants

3.1 Blackbird covenants and agrees:

6. Conditions of Closing

8. Termination

10. Expenses

11. Disclosure and Confidentiality

12. General

SCHEDULE “A”

LIST OF CURRENT SHAREHOLDERS

SCHEDULE “B”

FORM OF POOLING AGREEMENT

POOLING AGREEMENT

AMONG:

AND:

WHEREAS:

1. Effect of Pool

2. Right to Tender to Take-Over Bid

3. Release from Pooling

4. Shareholder Certificates

5. Permitted Transfers

6. Notices

7. General

SCHEDULE “C”

FORM OF SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT

BETWEEN:

AND:

AND:

CONTEXT:

4. Representations and Warranties

AI assistant

Lir Life Sciences Corp. — M&A Activity 2025

48076_rns_2025-11-04_c3124a70-b47c-4dd8-9140-48048093fc98.pdf

SHARE PURCHASE AGREEMENT

WHEREAS:

1. Definitions and Interpretation

2. Purchase and Sale

3. Additional Covenants

3.1 Blackbird covenants and agrees:

6. Conditions of Closing

8. Termination

10. Expenses

11. Disclosure and Confidentiality

12. General

SCHEDULE “A”

LIST OF CURRENT SHAREHOLDERS

SCHEDULE “B”

FORM OF POOLING AGREEMENT

POOLING AGREEMENT

AMONG:

AND:

WHEREAS:

1. Effect of Pool

2. Right to Tender to Take-Over Bid

3. Release from Pooling

4. Shareholder Certificates

5. Permitted Transfers

6. Notices

7. General

SCHEDULE “C”

FORM OF SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT

BETWEEN:

AND:

AND:

CONTEXT:

4. Representations and Warranties

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Lir Life Sciences Corp. M&A Activity 2025