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Lir Life Sciences Corp. — M&A Activity 2025
Nov 4, 2025
48076_rns_2025-11-04_218aa977-7554-409b-802f-400c47095c61.pdf
M&A Activity
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1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 298BFFAB-272D-42DB-B9DE-F56D5DA89B65
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 298BFFAB-272D-42DB-B9DE-F56D5DA89B65
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 298BFFAB-272D-42DB-B9DE-F56D5DA89B65
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]
Docusign Envelope ID: 298BFFAB-272D-42DB-B9DE-F56D5DA89B65
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
REDACTED
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at: REDACTED
(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
Docusign Envelope ID: 78D88E21-B0CA-4C11-978C-4ED1EE51C183
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 78D88E21-B0CA-4C11-978C-4ED1EE51C183
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 78D88E21-B0CA-4C11-978C-4ED1EE51C183
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]
Docusign Envelope ID: 78D88E21-B0CA-4C11-978C-4ED1EE51C183
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 65F44E90-B016-48D3-AFE1-5B82C1DAFA08
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 65F44E90-B016-48D3-AFE1-5B82C1DAFA08
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 65F44E90-B016-48D3-AFE1-5B82C1DAFA08
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]
Docusign Envelope ID: 65F44E90-B016-48D3-AFE1-5B82C1DAFA08
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
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at: REDACTED
(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
Docusign Envelope ID: 18B6A56C-CF43-4E15-AED1-CB75FE3C9F08
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 18B6A56C-CF43-4E15-AED1-CB75FE3C9F08
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 18B6A56C-CF43-4E15-AED1-CB75FE3C9F08
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]
Docusign Envelope ID: 18B6A56C-CF43-4E15-AED1-CB75FE3C9F08
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 451B703C-2926-4AEB-B7CD-E7BC0F573D2D
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 451B703C-2926-4AEB-B7CD-E7BC0F573D2D
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 451B703C-2926-4AEB-B7CD-E7BC0F573D2D
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]
Docusign Envelope ID: 451B703C-2926-4AEB-B7CD-E7BC0F573D2D
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
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 5249CF0A-1D96-4C81-B5B5-BCA1A9C4101E
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 5249CF0A-1D96-4C81-B5B5-BCA1A9C4101E
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 5249CF0A-1D96-4C81-B5B5-BCA1A9C4101E
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]
Docusign Envelope ID: 5249CF0A-1D96-4C81-B5B5-BCA1A9C4101E
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 28E76821-4FD8-4F42-9AFB-2C6973559E13
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 28E76821-4FD8-4F42-9AFB-2C6973559E13
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 28E76821-4FD8-4F42-9AFB-2C6973559E13
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]
Docusign Envelope ID: 28E76821-4FD8-4F42-9AFB-2C6973559E13
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 85732020-B196-460E-A6A6-12E8E9CD3E91
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 85732020-B196-460E-A6A6-12E8E9CD3E91
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 85732020-B196-460E-A6A6-12E8E9CD3E91
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]
Docusign Envelope ID: 85732020-B196-460E-A6A6-12E8E9CD3E91
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
REDACTED
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: FD2BD96A-53A2-4A84-9B29-DDDA4AA33063
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: FD2BD96A-53A2-4A84-9B29-DDDA4AA33063
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: FD2BD96A-53A2-4A84-9B29-DDDA4AA33063
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]
Docusign Envelope ID: FD2BD96A-53A2-4A84-9B29-DDDA4AA33063
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 677D241B-EE56-4A16-BE36-7D2D651D526A
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 677D241B-EE56-4A16-BE36-7D2D651D526A
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 677D241B-EE56-4A16-BE36-7D2D651D526A
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]
Docusign Envelope ID: 677D241B-EE56-4A16-BE36-7D2D651D526A
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 26A305DF-7D8E-42D9-BE53-52DFAB0FD6CD
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 26A305DF-7D8E-42D9-BE53-52DFAB0FD6CD
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 26A305DF-7D8E-42D9-BE53-52DFAB0FD6CD
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]
Docusign Envelope ID: 26A305DF-7D8E-42D9-BE53-52DFAB0FD6CD
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: F83D37F4-CA93-4549-80C1-4D504B021861
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: F83D37F4-CA93-4549-80C1-4D504B021861
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: F83D37F4-CA93-4549-80C1-4D504B021861
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]
Docusign Envelope ID: F83D37F4-CA93-4549-80C1-4D504B021861
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
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: A2603DC9-2268-454A-89E5-678C3CD717E9
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: A2603DC9-2268-454A-89E5-678C3CD717E9
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: A2603DC9-2268-454A-89E5-678C3CD717E9
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]
Docusign Envelope ID: A2603DC9-2268-454A-89E5-678C3CD717E9
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
REDACTED
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: A62BC439-9752-4916-9F6F-E481A58DD15F
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: A62BC439-9752-4916-9F6F-E481A58DD15F
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: A62BC439-9752-4916-9F6F-E481A58DD15F
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]
Docusign Envelope ID: A62BC439-9752-4916-9F6F-E481A58DD15F
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
REDACTED
Per: REDACTED
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED an individual with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 5FDF58E9-C851-4578-A2E0-82B14139E378
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 5FDF58E9-C851-4578-A2E0-82B14139E378
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 5FDF58E9-C851-4578-A2E0-82B14139E378
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]
Docusign Envelope ID: 5FDF58E9-C851-4578-A2E0-82B14139E378
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
REDACTED
Per:
Authorized Signatory
5
1
POOLING AGREEMENT
THIS POOLING AGREEMENT (the “Agreement”) is dated effective as of the 30 day of October, 2025.
AMONG:
REDACTED a company with an address for delivery at:
REDACTED
(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
Docusign Envelope ID: 963D3D7A-725E-4CD7-B476-CAC4D64DB2FF
unless, until and to the extent that such Pooled Securities are released from such restrictions in accordance with the terms of this Agreement.
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.
Docusign Envelope ID: 963D3D7A-725E-4CD7-B476-CAC4D64DB2FF
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:
(a) If to the Shareholder at the address set forth above; and
(b) If to the Company at:
Blackbird Critical Metals Corp. (to be renamed Lir Life Sciences Inc.)
Attention: Edward Mills
Email: [email protected]
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.
Docusign Envelope ID: 963D3D7A-725E-4CD7-B476-CAC4D64DB2FF
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.
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Docusign Envelope ID: 963D3D7A-725E-4CD7-B476-CAC4D64DB2FF
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
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Per:
Authorized Signatory
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