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Lir Life Sciences Corp. Management Reports 2026

Apr 2, 2026

48076_rns_2026-04-01_3f217951-fff4-40fa-ae08-5ce566282fbc.pdf

Management Reports

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LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

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 nine months ended January 31, 2026 and 2025 is prepared as at April 1, 2026. This MD&A should be read in conjunction with the condensed interim consolidated financial statements and related notes for the three and nine months ended January 31, 2026 and 2025 (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

Certain statements contained in the foregoing MD&A constitute forward-looking statements. Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeting" and "intend" and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and other similar expressions. Forward-looking statements in this MD&A include statements regarding the Company's future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements contained in this MD&A include statements with respect to, but not limited to the Company's future research and development programs and plans, and the anticipated timing and costs of same; and the continued operations of the Company being dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient equity financing and generate profitable operations in the future.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward-looking statements in this MD&A, the Company has made various material assumptions, including but not limited to: general business and economic conditions; failure to further develop, prove out or commercialize its technologies; the Company's ability to successfully execute its plans and intentions; availability of financing on reasonable terms; market competition; market for and potential revenues to be derived from the Company's products; costs, timing and future plans concerning operations of the Company will be consistent with current expectations; future interest rates; favourable operating conditions; the Company's ability to attract and retain skilled personnel and directors; political and regulatory stability; competitive conditions; market (including labour, financial and capital markets) conditions in Canada; timely receipt of governmental, regulatory and third-party approvals on favourable terms; and stability in the requirements placed on the Company under applicable laws. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including but not limited to: negative cash flows from operations; requirement of additional capital, which may not be available to the Company when required on attractive terms, if at all; the actual financial position and results of operations of the Company; significant ongoing costs and obligations relating to investments in infrastructure, growth, research and development, regulatory compliance and operations; protection of proprietary and intellectual property; litigation; conflicts of interest between the Company and its directors or management; adverse general economic conditions; dependence on key personnel; inflation-related risks; limits on insurance coverage and the occurrence of uninsurable risks; market price of the Company's common shares; and the Company being subject to regulatory burden. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable securities laws, the Company does not intend, and does not assume any obligation, to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

occurrence of unanticipated events, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements.

DESCRIPTION OF BUSINESS

Lir Life Sciences Corp. (formerly Blackbird Critical Metals Corp.) (the "Company" or "LIR") is the parent company of Lir Life Sciences Inc. (the "Company") a company incorporated pursuant to the provisions of the British Columbia Business Corporations Act on January 15, 2024. Effective November 4, 2025, the Company changed its name to Lir Life Sciences Corp and commenced trading on the Canadian Securities Exchange under the trading symbol "SKNY". The Company is in the business of developing therapies across multiple treatment areas, with a focus on 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. The Company's head office is located at 1505 West 2nd Avenue, Vancouver, BC, V6J 1H2.

The Company 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.

HIGHLIGHTS

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

On December 18, 2025, the Company granted 2,220,000 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.

On January 22, 2026, the Company announced it had completed a study design for an ex vivo porcine skin investigation that is designed to evaluate whether novel transdermal agents can enhance transdermal penetration of therapeutic macromolecules across a wide molecular size range.

On January 29, 2026, the Company announced positive interim results from its ongoing comparative mouse study evaluating cell penetrating peptide enabled, needle-free delivery of GLP/GIP-based therapies.

On February 5, 2026, the Company announced it had commenced Project Phase 2 peptide design activities with Neuland Laboratories Limited. Project Phase 2 of the collaboration focuses on the design and optimization of next-generation cell-penetrating peptides intended to support LIR's transdermal delivery platform.

RTO AND CHANGE OF BUSINESS

On November 4, 2025, the Company completed the acquisition of all the issued and outstanding shares of Lir Life Sciences Inc. in exchange for the issuance of 22,312,678 common shares of the Company. The transaction represented a reverse take-over ("RTO") of LIR under which although the Company is the legal acquirer, Lir Life Sciences Inc. is deemed to be the acquirer for accounting purposes on the basis that the former shareholders of Lir Life Sciences Inc. will own the majority of the issued and outstanding common shares of the Company, which means the control of the combined companies passed to the former shareholders of Lir Life Sciences Inc.

The acquisition has been accounted for as an asset acquisition for accounting purposes, as the transaction is considered to be outside of the scope of IFRS 3, Business Combinations, as LIR did not have an active business prior to the transaction. As such, the acquisition is accounted for in accordance with IFRS 2, Share-based Payments, whereby Lir Life Sciences Inc. is deemed to have issued common shares in exchange for the net assets of LIR. The accounting for the acquisition includes the consolidated financial information of LIR and Lir Life Sciences Inc, but are issued under the legal parent LIR, but are considered a continuation of the financial statements of the legal subsidiary, Lir Life Sciences Inc. These condensed interim consolidated financial statements


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

include the accounts of the Company as at November 6, 2025, and the historical accounts of the business of Lir Life Sciences Inc. As Lir Life Sciences Inc. is deemed the acquirer for accounting purposes, its assets and liabilities are included in the condensed interim consolidated financial statements at their historical carrying values. The fair value of the consideration shares was determined using the price of the most recent private placement completed by Lir Life Sciences Inc.

Elimination of the historical share capital, reserves, accumulated other comprehensive loss, and accumulated deficit of LIR and consideration paid by Lir Life Sciences Inc. for the Company's net assets is measured by calculating the number of common shares that Lir Life Sciences Inc. would have had to issue to acquire all of the outstanding shares of LIR, in order to provide the same percentage ownership as they have in the resulting issuer as a result of the reverse merger. The fair value of the Company's common shares is used in measuring the consideration paid and is based on the price of the most recent financing completed by Lir Life Sciences Inc. as there was no active market for those shares. The fair value of the consideration paid is summarized as follows:

Consideration $
5,175,279 common shares at a fair value of $0.35 per share 1,811,346
1,811,346
Net assets acquired
Cash 1,422,165
Prepaids 24,619
Accounts Receivable and other 48,067
Account Payable and accrued liabilities (11,173)
1,483,678
Listing expense 327,668
Total 1,811,346

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.

COMPANY DEVELOPMENTS AND OUTLOOK

Lir Life Sciences' primary business is centered around the development of therapies intended to provide accessible obesity treatment through transdermal delivery. Key activities have included the research and development efforts of novel technologies, the development of strategic partnerships, targeted hiring and building out drug research and development capabilities, securing intellectual property, and raising funds through equity capital raises and non-dilutive funding mechanisms.

Lir Life Sciences core mission is to advance transdermal formulations of GLP-1/GIP combination therapies, with the goal of addressing key limitations of existing obesity treatments, including cost, accessibility, and patient adherence.

On May 21, 2025, the Company entered into a license agreement (the "Licensing Agreement") with Sinedore Biosciences ("SB") whereby, SB granted the Company an exclusive license to use and sublicense its technology consisting of several patents focusing on non-invasive delivery platforms for large-molecule therapeutics, with proprietary mucosal and transdermal technologies that enable needle-free delivery of peptides, proteins and antibodies. The lead program includes a sublingual semaglutide for obesity and diabetes, and future plans for a sublingual growth hormone for pediatric and endocrine disorders, and a transdermal antibody therapy for psoriasis.

The License Agreement expires on the later of May 21, 2046 or the expiry of the last patent licensed under this agreement and is limited to the following countries: Brazil, Germany, Japan, Argentina, Nigeria and South Africa.

As part of the Licensing Agreement, the Company will pay an initial license fee of $105,000 (paid) and will pay SB a royalty equal to 3% of revenue and 25% of sublicensing revenue generated from the SB technology. In addition to the ongoing royalties the Company will pay milestone payments as follows:


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

Dosing of the first patient in a Phase 1 Clinical Trial of a product $500,000
Dosing of the first patient in a Phase 2 clinical trial $1,000,000
Dosing of the first patient in a Phase 3 clinical trial $5,000,000
Filing of an NDA for a product $5,000,000
Upon first commercial sale of a product $10,000,000

The Company will also pay an annual license fee of $10,000 on May 1, 2025, $20,000 per year on January 1, 2026 to January 1st, 2029, $30,000 per year on January 1st, 2030 to January 1st, 2034 and then $50,000 on January 1, 2035 and each successive January 1st thereafter during the term of the Licensing Agreement.

Through its licensing arrangement with Sinedore, Lir Life Sciences has obtained 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. Lir Life Sciences is targeting high-growth international markets.

Lir Life Sciences is in the early development stages of its LIR001 Dual-Action Therapy ("LIR001"). LIR001 plans to combine GLP-1 inhibitors with other drugs for a combination and comprehensive approach to obesity. LIR001 aims to combine GLP-1 receptor agonists with other drugs to enhance obesity treatment by targeting both metabolic and behavioral factors. GLP-1 receptor agonists, such as liraglutide and semaglutide, regulate blood sugar, promote insulin release, and slow gastric emptying, leading to reduced appetite and improved insulin sensitivity. Studies have shown that adding other drugs to GLP-1 therapy results in greater weight loss, including among patients initially non-responsive to GLP-1 analogues alone. This combination addresses both physiological and behavioral aspects of obesity, offering a more comprehensive solution than monotherapy options. A dual-action approach potentially makes our planned LIR001 a promising therapy for long-term weight management.1

Key elements of the Company's growth strategy over the coming 12 months include:

Significant Events or Major Components $ Time Period
Pre-clinical development
Bioanalytical method development: Developing bioanalytical methods for the active pharmaceutical ingredients (“API”) ensures precise measurement and validation of the drug’s presence, concentration, and stability. This is done to establish the safety, efficacy, and pharmacokinetics of Lir Life Sciences’ GLP-1, which is needed for regulatory approval and clinical trials. Once a bioanalytical method is developed, this can be used for the subsequent preclinical steps. 70,000 3-12 months
Bioanalytical method development of novel excipient: Similar to the API bioanalytical method, developing methods for novel excipients (the proposed formulation unique to Lir Life Sciences’ application) ensures that these ingredients perform their intended function in the formulation without interfering with the API’s activity, as determined from the bioanalytical method. 43,000 3-12 months
Animal study part 1: Conducting a bioavailability study in animals is a critical step in understanding the absorption and distribution of the therapeutic in a pre-clinical model. Part 1 of this study will provide critical pharmacokinetic data to guide further formulation and dosing strategies, ensuring the therapeutic will perform as expected in humans. The bioanalytical methods described above will be used in these animal studies to examine how dosing, timelines and early animal toxicity may influence eventual dosage regimens in 251,440 3-9 months

1 https://pubmed.ncbi.nlm.nih.gov/38724682/


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

Significant Events or Major Components $ Time Period
humans.
Animal study part 2: The second phase of the animal study will focus on assessing the safety, efficacy, and long-term pharmacokinetics of the therapeutic in animals. This stage will build on the data gathered in Phase 1, further refining dosing strategies and formulation. During Phase 2, the animals will undergo more extended dosing regimens to evaluate the therapeutic's impact over time, its potential toxicology, and its overall therapeutic efficacy in a pre-clinical setting. In addition to pharmacokinetic profiling, this phase will include toxicology assessments to determine the therapeutic's safety margin, organ-specific effects, and possible adverse events. 114,000 9-12 months
Total 478,440
Chemistry Manufacturing and Controls
Active Pharmaceutical Ingredients and Excipients Purchase: Purchasing APIs and excipients is a crucial step in therapeutic development. APIs are the core components that deliver the intended therapeutic effect, while excipients are necessary for formulation. Excipients can influence stability, absorption, and delivery. These are required to be purchased ahead of the subsequent steps to ensure that sufficient materials are available for the downstream testing (both pre-clinical and clinical). 429,000 6-12 months
Formulation Development and Stability: Formulation development and stability testing are key to creating a robust and effective therapeutic. This task involves designing the drug's final composition, ensuring it maintains its integrity over time under various storage conditions (e.g. temperature, humidity). Stability testing ensures the therapeutic remains potent, safe, and effective throughout its shelf life, which is a regulatory requirement before moving to later-stage development such as in clinical trials. 143,000 6-12 months
Total 572,000
Intellectual Property
Licensing Fee (twelve months from signing) 10,000 12 months
Total – All Business Objectives $1,060,440

The industry outlook over the next 12 months, GLP-1 receptor agonists are expected to experience growth and are the focus of development. The market is projected to exceed $100 billion by 2030, driven equally by diabetes and obesity treatments². Companies like Novo Nordisk and Eli Lilly are advancing their pipelines, with Novo Nordisk's amycretin showing weight loss results in clinical trials³. Additionally, the FDA has approved the first generic once-daily GLP-1 injection for type 2 diabetes, indicating potential forthcoming generics and brand-name GLP-1 drugs⁴.

² https://www.jpmorgan.com/insights/global-research/current-events/obesity-drugs
³ https://en.wikipedia.org/wiki/Amycretin
⁴ https://www.businessinsider.com/fda-shortage-of-weight-loss-drug-tirzepatide-zepbound-is-over-2024-12


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

However, challenges such as manufacturing capacity constraints and affordability concerns persist. Both Novo Nordisk and Eli Lilly are working to address these issues to meet the growing demand for GLP-1 therapies⁵.

RESULTS OF OPERATIONS

Three months ended January 31, 2026 compared to the three months ended January 31, 2025:

Net loss and comprehensive loss for the three months ended January 31, 2026, was $2,163,866, compared to $116,875 for the comparative three months ended January 31, 2025. Expenses have generally increased across all line items on the statement of loss, as discussed below:

  • Consulting fees increased to $236,447 (2025 - $73,397) as result of entering into more 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 increased to $778,606 (2025 - $14,469) due to marketing activities as well as advertising and investor relations activities in order to increase awareness of the Company's operations post RTO.
  • Share-based compensation expenses was $727,050 (2025 - $nil) as the Company granted 2,220,000 RSU's during the current period.
  • Professional fees increased to $100,690 (2025 - $28,838) as the Company incurred costs associated with completing the RTO.
  • Listing expense increased to $327,668 (2025 - $nil) is due to the RTO that occurred during the current period.

Nine ended January 31, 2026 compared to the nine months ended January 31, 2025:

Net loss and comprehensive loss for the nine months ended January 31, 2026, was $2,499,975, compared to $204,167 for the comparative nine months ended January 31, 2025. Expenses have generally increased across all line items on the statement of loss, as discussed below:

  • Consulting fees increased to $320,091 (2025 - $142,285) as a result of entering into 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 increased to $785,670 (2025 - $14,469) due to marketing activities as well as advertising and investor relations activities in order to increase awareness of the Company's operations upon completion of the RTO.
  • Share-based compensation expenses was $727,050 (2025 - $nil) as the Company granted 2,220,000 RSU's during the current period.
  • Professional fees increased to $321,532 (2025 - $41,798) as the Company incurred costs associated with completing the RTO.
  • Listing expense increased to $327,668 (2025 - $nil) is due to the RTO that occurred during the current period.
  • The Company recorded a gain on debt settlement of $48,820 related to settling accounts payable at a discounted value.

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:

January 31, 2026 October 31, 2025 July 31, 2025 April 30, 2025
$ $ $ $
Revenue - - - -
Net loss (2,163,866) (140,113) (195,996) (219,598)
Basic and diluted loss per share (0.08) (0.01) (0.01) (0.01)

⁵ https://www.wsj.com/health/pharma/the-obesity-market-is-growing-just-fine-but-investors-want-to-know-whats-next-3425c30c


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

January 31, 2025 October 31, 2024 July 31, 2024 April 30, 2024
$ $ $ $
Revenue - - - -
Net loss (116,875) (41,852) (45,440) (17,346)
Basic and diluted loss per share (0.03) (0.84) (0.91) (1.11)

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 January 31, 2026, the Company had cash and cash equivalents of $920,761 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.

Cash used in operating activities for the nine months ended January 31, 2026 was $1,624,897 (January 31, 2025 – $167,107).

During the nine months ended January 31, 2026, the Company's investing activities provided cash of $1,317,165 (January 31, 2025 – $Nil) composed of the acquisition of intangible assets and cash acquired on completion of the RTO.

During the nine months ended January 31, 2026, the Company's financing activities provided cash of $1,107,595 (January 31, 2025 – $368,023) as the company completed a private placement in the current period.

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 nine months ended January 31, 2026. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products.

These condensed interim consolidated financial statements have been prepared with the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient equity financing, and generate profitable operations in the future. The Company has no assurance that it will be successful in its efforts. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

The condensed interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements. The impact of these adjustments could be material.

FINANCING ACTIVITIES

On August 12, 2025, the Company cancelled 50,000 common shares.

On October 20, 2025, the Company completed a private placement of 3,050,270 common shares at a price of $0.35 per share for gross proceeds of $1,067,595. The Company issued 379,000 admin fee shares for services rendered in support of the financing and RTO. As at January 31, 2026, there has been no material variance in the previously disclosed use of proceeds from this financing and the actual use of proceeds from this financing.

On October 20, 2025, the Company settled debt of $109,344 by issuing 312,408 common shares at a deemed price of $0.35 per share.


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

On November 4, 2025, the Company issued 5,175,279 common shares valued at $1,811,346 in relation to the RTO. On November 4, 2025 the Company issued 379,000 common shares to The Back Office as an administrative fee for services rendered in connection with the Acquisition.

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).

The fair value of financial instruments, which include cash, and accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term maturity of these instruments.

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 January 31, 2026, the Company has cash and cash equivalents of $920,761 to settle current liabilities of $78,084. 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.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

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 January 31, For the Nine Months Ended January 31
2026 2025 2026 2025
$ $ $ $
Professional fees – CFO¹ 16,600 - 16,600 -
Share-based compensation
Harry Nijjar, CFO 32,750 - 32,750 -
Mark Dybul, Director 32,750 - 32,750 -
Kevin May, Director 32,750 - 32,750 -
Constantine Carmichel, Director 81,875 - 81,875 -
Total 196,725 - 196,725 -

¹Includes fees paid to a company where the CFO is a managing director

As of January 31, 2026, there was $6,825 owing to related parties of the Company (April 30, 2025 – $Nil). The amounts due to related parties are unsecured, non-interest bearing and due on demand.

On December 18, 2025, the Company granted 100,000 RSUs to each of Harry Nijjar, CFO, Mark Dybul, Director and Kevin May, Director. Constantine Carmichel, Director, was granted 250,000 RSUs.

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 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 commitments other than the agreement with the Back Office, see note 11 in the interim condensed consolidated financial statements for the three and nine months ended January 31, 2026 and 2025.

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 January 31, 2026.


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

DISCLOSURE OF OUTSTANDING SHARE DATA

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

Common shares 27,866,957
RSU 2,220,000
30,086,957

RISKS

The Company is subject to a number of risks and uncertainties that could significantly affect its financial condition and performance. As the Company grows and enters into new markets, these risks can increase. These risk factors are not a definitive list of all risk factors associated with the Company or in connection with the Company's operations.

The Company has no history of profitable operations and a limited operating history. The Company's present business is at an early stage of development. As such, many risks common to such early-stage enterprises, including cash shortages and limitations with respect to personnel, financial and other resources, and access to capital, exist. Certain risks and assumptions include, among others

History of significant losses

The Company has a history of losses and may never achieve or maintain profitability. Since inception the Company has incurred significant losses each year and expects to incur significant losses in the coming years as the Company continues to spend resources on R&D activities, clinical trials, and other regulatory and commercialization costs for its product. The Company has dedicated its efforts to R&D and expects that expenses will substantially increase if and as it expands its product pipeline and moves its product through one stage of development to the next. To become and remain profitable, the Company must either develop and eventually commercialize a product or products with significant market potential on their own, or in collaboration with a partner. These development and commercialization activities are challenging, including successfully completing the preclinical activities, the clinical trials, obtaining regulatory approval and being able to market successfully approved products. The Company may never realize revenue from its products and even if it does, it may not generate sufficient revenue to be profitable. Profitability may not be sustainable or be able to be increased once achieved.

Uncertainty about the Resulting Issuer's ability to continue as a going concern

The Company's ability to continue as a going concern is dependent upon its ability in the future to grow its revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities when they become due. External financing, predominantly by the issuance of equity and debt, will be sought to finance the operations of the Company; however, there can be no certainty that such funds will be available at terms acceptable to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern.

Stage of business risk

The Company's platform is an early-stage company. The Company has invested and continues to invest a significant portion of its resources into its product and may need to raise additional financing to pursue its business strategy. As with other comparable early-stage technology businesses, the Company faces the risk of product failure, unforeseen research and development delays, weak market acceptance, possible change in government regulatory and competition from new entrants. Realization of any of these risks could have a significant negative impact on the Company's anticipated future cash flows and its growth strategy.

Growth Risks

Given the strength of the management team, and as new innovative products expected to be released, the Company expects to experience significant and rapid growth in its business. This expansion increases the complexity of business and has placed, and will continue to place, strain on the Company's management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. The Company's ability to manage its growth effectively and to integrate new employees, technologies and acquisitions into its existing business will require the Company to continue to expand its operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain the Company's ability to develop and improve its operational, financial and


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

management controls, enhance its reporting systems and procedures and maintain user satisfaction. Additionally, if the Company does not effectively manage its growth, the quality of its offerings could suffer, negatively affecting its reputation and brand, business, financial condition and results of operations. Systems failures and resulting interruptions in the availability of the Company's platform or offerings could adversely affect the Company's business, financial condition and results of operations.

Dependence on key individuals

The Company's success will depend in part on the continued service of "Lir Life Sciences" founders, senior management team, key technical employees and other highly skilled personnel and on the Company's ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of its organization. The Company may not be successful in attracting and retaining qualified personnel to fulfill its current or future needs. The Company's competitors may be successful in recruiting and hiring members of the Company's management team or other key employees, and it may be difficult for the Company to find suitable replacements on a timely basis, on competitive terms or at all. If the Company is unable to attract and retain the necessary personnel, particularly in critical areas of its business, the Company may not achieve its strategic goals.

Intellectual property risks

Lir Life Sciences' existing patents and other intellectual property (which after the completion of the Transaction will be that of the Company), may not prevent competitors from independently developing products and services similar to or duplicative of the Company's, nor can there be any assurance that the resources invested by the Company to protect its intellectual property, or know how will be sufficient, or that the Company's intellectual property portfolio will adequately deter misappropriation or improper use of the Company's technology.

There can be no assurance that the Company's products will not violate proprietary rights of third parties and the Company may be the target of aggressive and opportunistic enforcement of patents and trademark rights by third parties, including non-practicing entities. The Company's ability to protect its intellectual property could also be affected by changes to existing laws, legal principles, and regulations governing intellectual property, including the ownership and protection of patents.

The Company has not registered its trademarks in many worldwide jurisdictions that it intends to sell its products, and there are risks that some of its trademarks may be found to be confusing with preexisting trademarks.

If any of the foregoing risks were to materialize for the Company, the claims and disputes could result in liability for substantial damages, which in turn could harm the underlying business, results of operations and financial condition of the Company and materially and adversely affect the value of the Company.

Commercialization risk

The Company's likely collaborators for any research, development, distribution, marketing, licensing, or broader collaboration arrangements include large and mid size pharmaceutical companies, regional and national pharmaceutical companies, and biotechnology companies. The Company may not be successful in establishing these agreements with third parties and may not be successful in commercializing its products at all or to the extent required to be profitable.

Product Risk

The Company will have limited financial and managerial resources to expend on research programs and product candidates. As a result, the Company may sacrifice or delay pursuit of opportunities with certain product candidates or for other indications that later prove to have a greater commercial potential. The Company may make decisions to allocate resources on product candidates that may not be viable commercial products or profitable market opportunities and as a result, may fail to capitalize on other product candidates that could be commercially viable products. Research and business development programs to identify new product candidates require substantial technical, financial, and human resources. These research programs may initially show promise in identifying potential product candidates yet fail to yield product candidates for clinical development. If the Company does not accurately evaluate the commercial potential or target market for a particular product candidate, the Company may relinquish valuable rights to that product candidate through collaboration, licensing, or other royalty arrangements in cases in which it would have been more advantageous for the Company to retain sole development and commercialization rights to such product candidate.


LIR LIFE SCIENCES CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED JANUARY 31, 2026 and 2025

Product liability

There is an inherent risk of product liability exposure related to the testing of the Company's product candidates in human clinical trials and the Company will face an even greater risk if it commercially sells any products that it may develop.

If the Company cannot successfully defend itself against claims that its product or products caused injuries, it will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in decreased demand for any product or products that the Company may develop, injury to the Company's reputation and significant negative media attention, withdrawal of clinical trial participants, significant costs to defend the related litigation, substantial monetary awards to trial participants or patients, loss of revenue and the inability to commercialize any products that the Company may develop.

If and when the Company begins to commercialize its product, the Company will need to increase its insurance coverage, which is increasingly expensive. The Company may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

Failure to retain current customers and/or recruit new customers

The success of the Company, and its ability to increase revenue and operate profitably, depends in part on its ability to acquire new customers so that they continue to purchase the Company's products. The Company may fail to acquire customers across its distribution channels due to negative value and quality perceptions, a lack of new and relevant products or failure to deliver customers' orders in a timely manner.

Third Party Collaborations

The Company's current and future collaborators may fail to meet contractual obligations. Potential delays include delays in research, manufacturing for clinical trials, failure to produce sufficient quantities of product to conduct trials, or failure to complete trials. They could also pursue other technologies or develop alternative products that could compete with the products the Company is developing. If the Company does enter into any such arrangements with any third parties, the Company will likely have limited control over the amount and timing of resources that its collaborators dedicate to the development or commercialization of its product candidates. The Company's ability to generate revenues from these arrangements will depend on its collaborators and their abilities to successfully perform the functions assigned to them in these arrangements.

APPROVAL

The Company's Board of Directors has approved the consolidated financial statements for the nine months ended January 31, 2026. 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 nine months ended January 31, 2026, 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.