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Lir Life Sciences Corp. Management Reports 2025

Dec 29, 2025

48076_rns_2025-12-29_05e01a8b-2544-4265-9a54-36601523b358.pdf

Management Reports

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LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.) MANAGEMENT DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

This management discussion and analysis (the "MD&A") of the financial position of LIR Life Sciences Corp. (formerly, Blackbird Critical Metals Corp.) ("LIR", the "Company" and "us," "our" or "we") and results of its operations for the three and six months ended October 31, 2025 and 2024 is prepared as at December 29, 2025. This MD&A should be read in conjunction with the condensed interim consolidated financial statements and related notes for the three and six months ended October 31, 2025 and 2024 (the "Financial Statements"), and the audited consolidated financial statements for the year ended April 30, 2025 and the related notes thereto (the "AFS").

The Financial Statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All currency amounts are expressed in Canadian dollars, unless otherwise noted. Each of the Financial Statements and the AFS is available under the Company's issuer profile on the document filing and retrieval system for Canadian publicly listed companies known as SEDAR+ at https://www.sedarplus.ca.

CAUTION REGARDING FORWARD LOOKING INFORMATION

This Management's Discussion and Analysis may contain certain "forward-looking statements" within the meaning of Canadian securities legislation. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, the ability of the Company to successfully acquire assets, the Company's need for and ability to obtain funding to support the Company's strategic plans and/or operating activities in the future, the continued participation in the Company of certain key employees, risks normally incident to an acquisition, and other risk factors discussed in greater detail in the Company's various filings on SEDAR+ (www.sedarplus.ca) with Canadian securities regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

DESCRIPTION OF BUSINESS

The Company was incorporated under the name Crocan Capital Corp. under the Business Corporations Act (British Columbia) on August 13, 2018. On February 1, 2021, the Company changed its name to Gama Explorations Inc and changed its name again to Blackbird Critical Metals Corp and changed its name to LIR Life Sciences Corp. upon completing an Reverse-Takeover Offering ("RTO") with LIR Life Sciences Inc. ("LIR Life Sciences") on November 4, 2025. The Company's head office is located at Suite 2133 – 1177 West Hastings Street, Vancouver, V6E 2K3.

The Company was a mineral exploration company engaged in the identification, acquisition, evaluation, and exploration of mineral properties, upon completion of the RTO the Company will advance the business line of LIR Life Sciences.

LIR Life Sciences is a biopharmaceutical company focused on developing next-generation therapies across multiple treatment areas, beginning with obesity and metabolic disorders. The Company is advancing transdermal formulations of GLP-1 combination therapies, with the goal of addressing key limitations of existing obesity treatments, including cost, accessibility, and patient adherence. Lir has access to a proprietary drug delivery system and plans to utilize this technology to enable the needle-free administration of complex large-molecule biologics. If successfully integrated, this approach could provide a potential alternative to injectable treatments across a wide variety of treatments and diseases.

At October 31, 2025, the Company holds 100% ownership in the Tyee Critical Metals Project (the Tyee Project") located in Quebec, and has the option to earn a 100% right, title, and interest in the Muskox Lithium Property ("Muskox") located in the Northwest Territories. The Company will not continue development on these projects. On November 4, 2025, the Company completed a 1-for-1.5 reverse split of its common shares (the "Share Consolidation") with each fractional share of less than 0.5 being cancelled and each fractional share of 0.5 or


LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

greater being rounded to one whole common share. Except where otherwise indicated, all historical share numbers and per share amounts have been adjusted on a retrospective basis to reflect this Share Consolidation.

RTO AND CHANGE OF BUSINESS

On August 13, 2025, the Company entered into a definitive share purchase agreement, with LIR Life Sciences Inc. ("LIR Life Sciences"), pursuant to which the Company agreed to acquire 100% of the issued and outstanding common shares in the capital of LIR Life Sciences (the "RTO") in consideration for the issuance of at least 21,807,143 common shares in the capital of the Company on a post 1.5 to 1 share consolidation basis, to the LIR Life Sciences shareholders as of the date of closing of the RTO, on a pro-rata basis.

On November 4, 2025, the RTO was completed and the Company issued 22,312,678 common shares in the capital of the Company to the shareholders of LIR Life Sciences. The Company also issued 379,000 common shares as an administrative fee for services rendered in connection with the Acquisition.

Concurrent, with the closing of the RTO, the Company consolidated its shares on a 1.5 to 1 basis. All share amounts have been amended to reflect the share consolidation. The Company changed its name to LIR Life Sciences Corp. and will continue the business of LIR Life Sciences. Prior to completion of the RTO, LIR Life Sciences completed an equity financing of 3,050,270 subscription receipts at a price of $0.35 each for gross proceeds of $1,067,595. Each subscription receipt automatically converted concurrently with closing of the RTO into one common share of the Company.

Upon completion of the RTO, Gurdeep Bains, Jason Riley, Norman Brewster and Jatinder Sandhar resigned from their positions and the Company announced Dr. Edward Mills as CEO and Director, Harry Nijjar as CFO, Mark Dybul, Kevin May and Constantine Carmichael as directors. The Company changed its name to LIR Life Sciences Corp. and resumed trading on the Canadian Securities Exchange ("CSE") under the ticker symbol SKNY.

HIGHLIGHTS

On December 18, 2025, the Company announced Dr. Peter Singer was appointed as a Scientific Advisor.

On December 18, 2025, the Company granted 2,200,000 restricted share units ("RSUs") to officers, directors and consultants of the Company. The RSUs are subject to a four months and 1 day hold period.

RESULTS OF OPERATIONS

Three months ended October 31, 2025 compared to the three months ended October 31, 2024:

Net loss and comprehensive loss for the three months ended October 31, 2025, was $64,242, compared to $387,163 for the comparative three months ended October 31, 2024. Expenses have generally decreased across all line items on the statement of loss, as discussed below:

  • Consulting fees decreased to $3,000, compared to $166,631 for the comparative period. The decrease in consulting fees is a direct result of entering fewer contracts with third-party consultants to provide expertise relating to the Company's operating strategies and goals in the current period.
  • Advertising and marketing expenses decreased to $300, compared to $141,953 for the three months ended October 31, 2024. These expenses were higher in the comparative quarter due to generating marketing activities as well as advertising and investor relations activities in order to increase awareness of the Company's operations. The Company incurred less of these costs during the current period.
  • Share-based compensation expenses was $nil, compared to $13,110 for the comparative three months ended October 31, 2024 as the Company did not grant stock options during the period.

Six ended October 31, 2025 compared to the six months ended October 31, 2024:

Net loss and comprehensive loss for the six months ended October 31, 2025, was $187,519, compared to $707,786 for the comparative six months ended October 31, 2024. Expenses have generally decreased across all line items on the statement of loss, as discussed below:

  • Consulting fees decreased to $62,500, compared to $369,131 for the comparative period as a direct result of entering fewer contracts with third-party consultants to provide expertise relating to the Company's operating strategies and goals in the current period.

LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

  • Advertising and marketing expenses decreased to $1,280, compared to $171,361 for the six months ended October 31, 2024. These expenses were higher in the comparative quarter due to generating marketing activities as well as advertising and investor relations activities in order to increase awareness of the Company's operations. The Company incurred less of these costs during the current period.
  • Share-based compensation expenses was $nil, compared to $36,759 for the comparative six months ended October 31, 2024 as the Company did not grant stock options during the period.
  • The Company recognized flow through recovery income in the six month ended October 31, 2025, of $nil, compared to $21,025 for the six months ended October 31, 2024, in connection with eligible expenditures incurred during the period and applied against the flow- through liability.

The Company had working capital of $1,493,607 as at October 31, 2025 as compared to $1,579,126 as at April 30, 2025. Working capital decreased primarily due to decreased cash due to the Company spending cash on normal operating activities and exploration activities without raising any additional cash during period.

The Company has negative cash flow from operations and its level of operations has been determined by the availability of capital resources. Cash used in operating activities for the six months ended October 31, 2025 was $119,288 (October 31, 2024 – $581,155).

During the six months ended October 31, 2025, the Company used cash of $nil in investing activities (October 31, 2024 – $262,271) composed of exploration expenditures on the Company's exploration and evaluation assets.

During the six months ended October 31, 2025, the Company's financing activities used cash of $nil (October 31, 2024 – $nil).

MINERAL PROPERTY INTERESTS

Prior to the RTO, the Company was focused on advancing the Tyee Project in south-eastern Quebec, and Muskox located approximately 45 km east of Yellowknife in the Northwest Territories.

The Tyee Project consists of mineral property claims expanding across the Gatineau Ni-Cu Property and the Saint-Pierre Anorthosite Complex in south-eastern Quebec. The Tyee Project is considered prospective for nickel, copper, and platinum group elements. The Tyee Project is located 130 km north of Havre St. Pierre, Quebec, and 12 km north of the Romaine IV Hydroelectric Dam (Romaine IV). The Romaine IV dam is accessible by an all-season paved road that is maintained by the Quebec Government. Active ilmenite mining is taking place in the region by Rio Tinto, 100 Km south from Romaine IV.

During the six months ended October 31, 2025, the Company recognized an impairment of $9,505 (April 30, 2025 - $5,186,494) related to its Tyee project. The Company has no exploration plans for the project and has therefore reduced the carrying value of the Tyee project to $nil.

Mineral property expenditures are summarized in the table below:

Tyee Project $ Muskox $ Total $
Balance at April 30, 2024 4,879,561 736,976 5,616,537
Acquisition costs – cash - 175,000 175,000
Acquisition costs – shares - 321,834 321,834
Recovery pursuant to tax incentives (6,200) - (6,200)
Exploration expenditures 313,133 7,236 320,369
Impairment loss (5,186,494) (1,241,046) (6,427,540)
Balance at April 30, 2025 - - -
Exploration expenditures 9,505 - 9,505
Impairment loss (9,505) - (9,505)
Balance at October 31, 2025 - - -

Muskox Lithium Property

On January 13, 2023 (the "Signing Date"), the Company entered into an option agreement (the "Muskox Option") with RGV Lithium Explorations Inc. ("RGV Lithium") that will, upon satisfaction of the requisite payments, allow the


LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

Company to become the legal and beneficial owner of a 100% undivided interest in the Muskox lithium property located in the Northwest Territories. The Muskox Option became effective on January 19, 2023.

Muskox is located approximately 40 km east of Yellowknife and spans an area of 50 km2. Muskox is subject to a 2.5% NSR, royalties may be reduced to 1.5% for cash consideration of $2,000,000.

During the six months ended October 31, 2025, the Company recognized an impairment of $nil (April 30, 2025 - $1,241,046) related to its Muskox project. The Company has no exploration plans for the project and has reduced the carrying value to $nil.

SUMMARY OF QUARTERLY RESULTS

The following tables provide selected quarterly financial data and is derived from unaudited quarterly financial statements prepared in accordance with IFRS by management:

October 31, 2025 July 31, 2025 April 30, 2025 January 31, 2025
$ $ $ $
Revenue - - - -
Net loss (64,242) (123,277) (6,462,195) (188,141)
Basic and diluted loss per share (0.01) (0.02) (1.09) (0.15)
October 31, 2024 July 31, 2024 April 30, 2024 January 31, 2024
$ $ $ $
Revenue - - - -
Net loss (387,163) (320,623) (928,025) (173,591)
Basic and diluted loss per share (0.10) (0.05) (0.16) (0.03)

Net loss for the quarter ended April 30, 2024, increased compared to the quarter ended January 31, 2024, due to an increase in the consulting fees and advertising and marketing fees. The period-over-period increase was also driven from the non-cash impact recognition of a recovery on the flow-through obligation.

Net loss for the quarter ended July 31, 2024, decreased compared to the quarter ended April 30, 2024, reflecting a decrease in most activities, as the business slowed while management works toward and awaits the receipt of drilling permits for Tyee.

Net loss for the quarter ended April 30, 2025, increased compared to the quarter ended January 31, 2025 by $5,534,170. This increase is mainly due to full impairment recognized on Tyee and Muskox projects as detailed under Mineral Property Interests section above.

CASH FLOWS

The Company has negative cash flow from operations and its level of operations is generally determined by the availability of capital. Cash used in operating activities for the six months ended October 31, 2025, was $119,288 (October 31, 2024 – $581,155).

During the six months ended October 31, 2025, the Company used cash of $nil (October 31, 2024 – $262,271) in investing activities related to mining claim renewals incurred on the Tyee Project.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consist of all cash balances and highly liquid investments that are readily convertible to known amounts of cash and have a maturity of twelve months or less. As at October 31, 2025, the Company had cash and cash equivalents of $1,475,926 primarily consisting of funds raised from the issuance of shares, net of expenditures through the period. The Company's treasury is held in cash and redeemable guaranteed investment certificates.


LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.) MANAGEMENT DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

The Company is dependent on external financing to fund its activities. In order to carry out the planned development and acquisitions and pay for general administrative costs, the Company will be using its existing working capital and will raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the six months ended October 31, 2025. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products.

SHARE CAPITAL

Authorized share capital of the Company consists of an unlimited number of common shares with no par value. As at October 31, 2025, there were 5,175,275 common shares issued and outstanding.

On June 25, 2025, the Company issued 251,853 shares with a fair value of $102,000 in exchange for the settlement of amounts owing to various creditors.

Warrants

As of October 31, 2025, the weighted average remaining life for the outstanding warrants was 0.27 years (April 30, 2025 – 0.77 years).

Stock Options

On March 10, 2021, the Company adopted a Stock Option Plan (the "Plan"). The Plan provides that, subject to the requirements of the CSE, the aggregate number of securities reserved for issuance, set aside, and made available for issuance under the Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of granting of Options (including all Options granted by the Company to date). The number of common shares which may be reserved in any 12-month period for issuance to any one individual upon exercise of all Options held by that individual may not exceed 5% of the issued and outstanding common shares of the Company at the time of the grant.

During the three and six months ended October 31, 2025, the Company recognized share-based compensation expense of $nil (October 31, 2024 - $13,110 and $36,759) for the vesting of these Options. The fair value of the incentive stock options was determined using Black-Scholes Option Pricing Model ("Black-Scholes") using the following assumptions: estimated volatility of 97%, risk-free interest rate of 3.39%, expected life of 5 years, exercise price of $3.10, a divided yield of 0%, and a share price of $4.40.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

The Company's financial assets consist of cash and cash equivalents, interest receivable, GST receivable, and prepaid expenses and its financial liabilities consist of accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

Financial instrument classification

IFRS 13 – Fair Value Measurement establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

  • Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. directly from prices); and
  • Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Cash and cash equivalents and interest receivable is measured at fair value using Level 1. Fair value of accounts payable and accrued liabilities approximates their carrying amounts due to their short-term maturity.


LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

Financial assets included in the statement of financial position are as follows:

Level in fair value hierarchy October 31, 2025 $ April 30, 2025 $
FVTPL:
Cash and cash equivalents Level 1 1,475,926 1,595,214
Interest receivable Level 1 44,596 21,307
1,520,522 1,616,521

Financial liabilities included in the statement of financial position are as follows:

October 31, 2025 $ April 30, 2025 $
Amortized cost:
Accounts payable 38,849 20,232
Accrued liabilities 15,839 51,455
54,688 71,687

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

The Company's credit risk is primarily attributable to cash and cash equivalents and receivables. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments included in receivables is remote.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it has sufficient working capital to meet liabilities when due. As at October 31, 2025, the Company has cash and cash equivalents of $1,475,926 to settle current liabilities of $54,688. All of the Company's financial liabilities have contractual maturities of 30 days and are subject to normal trade terms.

Market Risk-- Interest Rate Risk

The Company is subject to interest rate risk with respect to its investments in cash. The Company's current policy is to invest cash at floating rates of interest, and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for the Company's shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.


LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.

Related party transactions with management personnel and former management personnel, and companies controlled by management personnel include the following:

For the Three Months Ended October 31, For the Six Months Ended October 31
2025 2024 2025 2024
$ $ $ $
Consulting fees 3,000 145,000 30,941 205,000
Professional fees - - 6,000 -
Rent^{1} - 6,000 - 11,931
Share-based compensation - 6,555 - 18,379
Total 3,000 157,555 36,941 235,310

As of October 31, 2025, there was $4,675 owing to related parties of the Company (April 30, 2025 – $25,700). The amounts due to related parties are unsecured, non-interest bearing and due on demand.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the audited consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

The significant accounting policies and the critical accounting estimates are described in Notes 3 and 4 of the AFS.

FUTURE ACCOUNTING STANDARDS ISSUED BUT NOT YET IN EFFECT

There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective and that would be expected to have a material impact on the Company's consolidated financial statements.

COMMITMENTS

The Company does not have any additional commitments other than those disclosed under Mineral Property Interests section.

OFF BALANCE SHEET ARRANGEMENTS AND LEGAL MATTERS

There are no off-balance sheet arrangements, and there are no outstanding legal matters of which management is aware as at the date of this MD&A and as at October 31, 2025.

DISCLOSURE OF OUTSTANDING SHARE DATA

As of the date of this MD&A, the following securities are outstanding:

  • 27,866,953 common shares (October 31, 2025: 5,175,275);
  • 433,103 warrants exercisable at $12.00 until February 7, 2026 (October 31, 2025: 433,103 warrants);
  • 180,000 options exercisable at $4.62 until September 19, 2027 (October 31, 2025: 180,000 options); and
  • 2,200,000 RSUs vesting on April 19, 2026

LIR LIFE SCIENCES CORP. (Formerly, Blackbird Critical Metals Corp.)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2025 and 2024

APPROVAL

The Company's Board of Directors has approved the consolidated financial statements for the six months ended October 31, 2025. The Company's Board of Directors has also approved the disclosures contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and is available on www.sedarplus.ca.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certification of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements for the six months ended October 31, 2025, and this accompanying MD&A (together the "Interim Filings").

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR PLUS at www.sedarplus.ca.