Vancouver, British Columbia – October 29, 2025 – TheNewswire - Blackbird Critical Metals Corp. (CSE: BBRD) (FSE: N79) (OTCQB: BBCMF) (the “Company”) announces that it has received conditional approval from the Canadian Securities Exchange (the “CSE”) for the proposed fundamental change involving its acquisition (“Acquisition”) of Lir Life Science Inc. (“Lir Life Sciences”), as previously announced on August 14, 2025, and the listing of the resulting issuer’s (“Resulting Issuer”) common shares (the “Resulting Issuer Shares”) upon completion of the proposed fundamental change. The Company also announces that it has received the requisite shareholder approvals from the shareholders of Blackbird approving the Acquisition as a “Fundamental Change”.

Acquisition of Lir Life Sciences.

Pursuant to the terms of a definitive share purchase agreement (the “Purchase Agreement”) with Lir Life Sciences, a party at arm’s length to the Company, the Company has agreed to acquire 100% of the issued and outstanding common shares (each, a “Lir Share”) in the capital of Lir Life Sciences in consideration for the issuance of 22,312,678 common shares in the capital of the Company (each, a “Blackbird Share”), on a post-Consolidation basis, to the Lir Life Sciences shareholders (collectively, “Lir Shareholders”), as of the date of closing of the Acquisition (“Closing”). Following Closing, the Company intends to continue the business of Lir Life Science as a company listed on the CSE under the name “Lir Life Sciences Corp.” (the “Name Change”).

Prior to Closing, the Company will effect a consolidation of the common shares of Blackbird (the “Blackbird Shares”) on a 1.5:1 basis (the “Consolidation”), whereby each Blackbird Shareholder of record as of October 31, 2025 (the “Record Date”) will receive one post-Consolidation Blackbird Share for every one-and-one-half Blackbird Share held immediately prior to the Consolidation.

As a result of the Consolidation, on November 3, 2025 (the “Effective Date”), the number of issued and outstanding Blackbird Shares will be reduced from the current 7,762,912 outstanding Blackbird Shares to approximately 5,175,275 Blackbird Shares, subject to rounding. No fractional shares will be issued. The number of post-Consolidation Blackbird Shares to be issued to shareholders will be rounded up to the nearest whole number for fractions of 0.5 or greater or rounded down to the nearest whole number for fractions of less than 0.5, and no cash consideration will be paid in respect of fractional shares. The exercise or conversion price and the number of Blackbird Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted to reflect the Consolidation on the Effective Date.

Registered shareholders who hold Blackbird Shares as of the Record Date represented by a physical certificate will receive a letter of transmittal from the transfer agent for the Company, Odyssey Trust Company, with instructions on how to exchange their existing certificates for certificates representing post-Consolidation Blackbird Shares. No action is required by registered shareholders who hold their Blackbird Shares in book-entry (e.g. DRS Statement of Advices) form or by non-registered shareholders (shareholders who hold their Blackbird Shares through an intermediary) to effect the Consolidation.

The new CUSIP number will be 50206C100 and the new ISIN number will be CA50206C1005 for the post-Consolidation Resulting Issuer Shares (including reflecting the Name Change).

 

The Purchase Agreement includes a number of other customary conditions precedent to Closing

On completion of the Acquisition, the Company has also agreed to pay “The Back Office Inc.” a transaction fee equal to 2% of the transaction value of the Acquisition, payable in 379,000 Resulting Issuer Shares on Closing, such shares being in addition to the 22,312,678 Blackbird Shares being issued to the Lir Shareholders. Such Resulting Issuer Shares will be subject to a hold period of four months and one day under applicable Canadian securities laws.  

Debt Conversion and Concurrent Offering of Lir Life Sciences

Lir Life Sciences has completed a non-brokered private placement of 3,050,270 subscription receipts (“Subscription Receipts”) at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of $1,067,594.50 (the “Concurrent Financing”), with each Subscription Receipt to automatically convert into one Lir Share immediately prior to Closing. The Lir Shares and the Resulting Issuer Shares to be issued in connection with the exchange of Lir Shares acquired pursuant to the Subscription Receipts are subject to voluntary hold period of four months from the date of Closing.  

Lir Life Sciences has also settled $109,343 in outstanding debt by issuing 312,408 Lir Shares at a deemed price of $0.35 per Lir Share, and such shares will be exchanged for Resulting Issuer Shares upon Closing.

 

Trading in the Blackbird Shares will remain halted pending satisfaction of the remaining conditions required for listing, including completion of the Acquisition, and final listing approval by the CSE. It is anticipated that, upon the resumption of trading, the Resulting Issuer’s common shares will trade on a post-Consolidation basis under the symbol “SKNY”.

 

ON BEHALF OF THE BOARD OF THE COMPANY

Jatinder Sandhar | CFO

Email: jtsandhar@gmail.com

Telephone: 604-308-9913

 

Advisory Regarding Forward-Looking Statements

This news release contains certain statements which constitute forward-looking statements or information (“forward-looking statements”) within the meaning of applicable securities laws in Canada. Any statements about the Company’s, Lir Life Sciences’, or the Resulting Issuer’s expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information is often, but not always, made through the use of words or phrases such as “anticipates”, “aims”, “strives”, “seeks”, “believes”, “can”, “could”, “may”, “predicts”, “potential”, “should”, “will”, “estimates”, “plans”, “mileposts”, “projects”, “continuing”, “ongoing”, “expects”, “intends” and similar words or phrases suggesting future outcomes. Forward-looking information in this news release includes, but is not limited to, statements in respect of: the parties’ ability to satisfy conditions to Closing; Closing of the Acquisition, if it is to close at all; the realization of the anticipated benefits of the Acquisition, if any at all; and the listing of the Resulting Issuer shares on the CSE and the timing thereof, if it is to occur at all; completion of the Concurrent Financing, including the proceeds to be raised (if any at all), and the use thereof; and business prospects of the Company, Lir Life Sciences, and the Resulting Issuer, and their respective assets and other matters the business plans of the Resulting Issuer.

The forward-looking information that may be in this news release is based on current expectations, estimates, projections, and assumptions, having regard to the Company’s and Lir Life Sciences’ experience and its perception of historical trends which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: competitive factors, pricing pressures, and supply and demand in the industries in which the Company and Lir Life Sciences operate; the ability to carry out the proposed business plans of the Resulting Issuer; the ability to close the Concurrent Offering and to consummate the Acquisition; changes in general economic, business and political conditions, including changes in the financial markets; third-parties complying with all obligations under existing agreements in a timely manner; changes in applicable laws and regulations both locally and in foreign jurisdictions; and compliance with extensive government regulation; and the diversion of management time on the Acquisition.

Although the Company and Lir Life Sciences believe that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information.

Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation, the following risk factors: the inability of the Company to complete the Acquisition on the terms described herein, including failure to obtain the requisite regulatory and stock exchange approvals; unavailability of capital and financing; changes in general economic; market or business conditions; failure to compete effectively with competitors; failure to maintain or obtain all necessary permits, approvals and authorizations; failure to comply with applicable laws, including environmental laws; and risks relating to unanticipated operational difficulties.

Additional information regarding some of these risks, expectations or assumptions and other risk factors may be found in the Company’s management discussion and analysis for the three months ended July 31, 2024 and 2023, the Listing Statement, once filed, and other documents available on the Company’s profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Investors are cautioned that, except as disclosed in the Listing Statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, CSE acceptance. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

The securities of the Company to be issued in connection with the Acquisition have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE

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